AMARIN CORP PLC\UK (Form: 20-F, Received: 05/19/2008 15:23:45)

Two other claims related to cardiac valvulopathy and Permax and one claim related to compulsive gambling and Permax are or were being threatened against Eli Lilly, Elan, and/or Valeant, and could possibly implicate Amarin.

The group has reviewed the position and having taken external legal advice considers the potential risk of significant liability arising for Amarin from these legal actions to be remote. No provision is booked in the accounts at December 31, 2007.

The price of our ADSs and Ordinary Shares may be volatile.

The stock market has from time to time experienced significant price and volume fluctuations that may be unrelated to the operating performance of particular companies. In addition, the market prices of the securities of many pharmaceutical and medical technology companies have been especially volatile in the past, and this trend is expected to continue in the future. Our ADSs may

also be subject to volatility as a result of their limited trading market. At December 31, 2007 we had 132,712,369 ADSs representing Ordinary Shares outstanding and 6,345,001 Ordinary Shares outstanding (which are not held in the form of ADSs). Taking account for the one-for-ten consolidation of our Ordinary Shares on January 18, 2008 we currently have 25,339,642 ADSs representing Ordinary Shares outstanding and 837,509 Ordinary Shares outstanding (which are not held in the for of ADSs). There is a risk that there may not be sufficient liquidity in the market to accommodate significant increases in selling activity or the sale of a large block of our securities. Our ADSs have historically had limited trading volume, which may also result in volatility. During the twelve-month period ending December 31, 2007, the average daily trading volume for our ADSs was 1,161,203 ADSs.

If our public float and the level of trading remain at limited levels over the long term, this could result in volatility and increase the risk that the market price of our ADSs and Ordinary Shares may be affected by factors such as:

·	the announcement of new products or technologies;

·	innovation by us or our competitors;

·	developments or disputes concerning any future patent or proprietary rights;

·	actual or potential medical results relating to our products or our competitors’ products;

·	interim failures or setbacks in product development;

·	regulatory developments in the United States, the European Union or other countries;

·	currency exchange rate fluctuations; and

·	period-to-period variations in our results of operations.

The issuances of ADSs and Ordinary Shares upon the conversion or exercise of our securities will dilute the ownership interest of existing stockholders, including stockholders who had previously exercised their warrants.

The issuances of ADSs and Ordinary Shares in connection with the conversion of our Debentures and exercise of our warrants will dilute the ownership interest of existing stockholders. Any sales in the public market of the ADSs and Ordinary Shares issuable upon such conversion or exercise could adversely affect prevailing market prices of our ADSs and Ordinary Shares.

Future sales of our ADSs and/or Ordinary Shares in the public market could lower the market price for our ADSs and/or Ordinary Shares.

In the future, we may sell additional ADSs and/or Ordinary Shares to raise capital or pursuant to contractual obligations. See “— We may have to issue additional equity, leading to shareholder dilution.” We cannot predict the size of future issuances or sales of our ADSs and/or Ordinary Shares to raise capital or the effect, if any, that they may have on the market price for our ADSs and/or Ordinary Shares. The issuances and sales of substantial amounts of ADSs and/or Ordinary Shares, or the perception that such issuances and sales may occur, could adversely affect the market price of our ADSs and/or Ordinary Shares.

U.S. Holders of our Ordinary Shares or ADSs could be subject to material adverse tax consequences if we are considered a PFIC for U.S. federal income tax purposes.

There is a risk that we will be classified as a passive foreign investment company, or “PFIC”, for U.S. federal income tax purposes. Our status as a PFIC could result in a reduction in the after-tax return to U.S. Holders of our Ordinary Shares or ADSs and may cause a reduction in the value of such shares. We will be classified as a PFIC for any taxable year in which (i) 75% or more of our gross income is passive income or (ii) at least 50% of the average value of all our assets produce or are held for the production of passive income. For this purpose, passive income includes interest, gains from the sale of stock, and royalties that are not derived in the active conduct of a trade or business. Because we receive interest and may receive royalties, there is a risk that we will be considered a PFIC under the income test described above. In addition, because of our cash position and our ownership of patents, there is a risk that we will be considered a PFIC under the asset test described above. While we believe that the PFIC rules were not intended to apply to companies such as us that focus on research, development and commercialization of drugs, no assurance can be given that the U.S. Internal Revenue Service or a U.S. court would determine that, based on the composition of our income and assets, we are not a PFIC currently or in the future. If we were classified as a PFIC, U.S. Holders of our Ordinary Shares or ADSs could be subject to greater U.S. income tax liability than might otherwise apply, imposition of U.S. income tax in advance of when tax would otherwise apply, and detailed tax filing requirements that would not otherwise apply. The PFIC rules are complex and a U.S. Holder of our Ordinary Shares or ADSs is urged to consult its own tax advisors regarding the possible application of the PFIC rules to it in its particular circumstances.

U.S. Holders of our Ordinary Shares or ADSs may be subject to U.S. income taxation at ordinary income tax rates on undistributed earnings and profits.

Given our current ownership, we expect that we will be a controlled foreign corporation, (“CFC”) for the taxable year 2008 and we may be classified as a CFC in future taxable years. If we are classified as a CFC for U.S. federal income tax purposes, any shareholder that is a U.S. person that owns directly, indirectly or by attribution, 10% or more of the voting power of our outstanding shares may be subject to current U.S. income taxation at ordinary income tax rates on all or a portion of the Company’s undistributed earnings and profits attributable to “subpart F income.” Such 10% shareholder may also be taxable at ordinary income tax rates on any gain realized on a sale of Ordinary Shares or ADSs to the extent of the Company’s current and accumulated earnings and profits attributable to such shares. The CFC rules are complex and U.S. Holders of our Ordinary shares or ADSs are urged to consult their own tax advisors regarding the possible application of the CFC rules to them in their particular circumstances.

The recent adverse clinical trial data on AMR101 for Huntington’s disease could materially affect our ability to develop AMR101 for other therapeutic indications.

On April 24, 2007, we reported top-line results from our two Phase III clinical trials of AMR101 to treat Huntington’s disease (“HD”). We had conducted two Phase III double-blind, placebo-controlled studies in which HD patients were randomized to receive either placebo or 2 grams (1 gram twice daily) of AMR101 daily for six months. Study data showed no statistically significant difference in either study between AMR101 and placebo with regard to the primary and secondary endpoints at 6-months of treatment. These findings were inconsistent with earlier clinical trial data that showed statistical significance in a subset of HD patients with a CAG repeat length of less than or equal to 44. This adverse clinical trial data on AMR101 for Huntington’s disease could materially affect our ability to develop AMR101 for other therapeutic indications.

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

We are incorporated under English law and our Ordinary Shares were admitted to trading on the AIM market of the London Stock Exchange and the IEX market of the Irish Stock Exchange on July 17, 2006. The rights of holders of Ordinary Shares and, therefore, certain of the rights of holders of ADSs, are governed by English law, including the provisions of the Companies Act 1985 (as amended) that remain in force and the Companies Act 2006 (together the “Companies Acts”), and by our memorandum and articles of association and the Group is subject to the rules of AIM and IEX. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations. The principal differences include the following:

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Under English law, each shareholder present at a meeting has only one vote unless a valid demand is made for a vote on a poll, in which each holder gets one vote per share owned. Under U.S. law, each shareholder typically is entitled to one vote per share at all meetings. Under English law, it is only on a poll that the number of shares determines the number of votes a holder may cast. You should be aware, however, that the voting rights of ADSs are also governed by the provisions of a deposit agreement with our depositary bank.

•	Under English law, each shareholder generally has pre-emptive rights to subscribe on a proportionate basis to any issuance of shares. Under U.S. law, shareholders generally do not have pre-emptive rights unless specifically granted in the certificate of incorporation or otherwise.

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Under English law, certain matters require the approval of 75% of the shareholders, including amendments to the memorandum and articles of association. This may make it more difficult for us to complete corporate transactions deemed advisable by our board of directors. Under U.S. law, generally only majority shareholder approval is required to amend the certificate of incorporation or to approve other significant transactions. Under the rules of AIM and IEX, certain transactions require the approval of 50% of the shareholders, including disposals resulting in a fundamental change of business and reverse takeovers. In addition, certain transactions with a party related to the Group for the purposes of the AIM rules requires that the Group consult with its nominated adviser as to whether the transaction is fair and reasonable as far as shareholders are concerned.

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Under English law, shareholders may be required to disclose information regarding their equity interests upon our request, and the failure to provide the required information could result in the loss or restriction of rights attaching to the shares, including prohibitions on the transfer of the shares, as well as restrictions on dividends and other payments. Comparable provisions generally do not exist under U.S. law.

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The quorum requirements for a shareholders’ meeting is a minimum of two persons present in person or by proxy. Under U.S. law, a majority of the shares eligible to vote must generally be present (in person or by proxy) at a shareholders’ meeting in order to constitute a quorum. The minimum number of shares required for a quorum can be reduced pursuant to a provision in a company’s certificate of incorporation or bylaws, but typically not below one-third of the shares entitled to vote at the meeting.

U.S. shareholders may not be able to enforce civil liabilities against us.

A number of our directors and executive officers and those of each of our subsidiaries, including Amarin Finance Limited, are non-residents of the United States, and all or a substantial portion of the assets of such persons are located outside the United States. As a result, it may not be possible for investors to affect service of process within the United States upon such persons or to enforce against them judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our English solicitors that there is doubt as to the enforceability in England in original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent predicated upon the federal securities laws of the United States. Amarin Finance Limited is an exempted company limited by shares organized under the laws of Bermuda. We have been advised by our Bermuda attorneys that uncertainty exists as to whether courts in Bermuda will enforce judgments obtained in other jurisdictions (including the United States) against us or our directors or officers under the securities laws of those jurisdictions or entertain actions in Bermuda against us or our directors or officers under the securities laws of other jurisdictions.

Foreign currency fluctuations may affect our future financial results or cause us to incur losses.

We prepare our financial statements in U.S. Dollars. Since our strategy involves the development of products for the U.S. market, a significant part of our clinical trial expenditures are denominated in U.S. Dollars and we anticipate that the majority of our future revenues will be denominated in U.S. Dollars. However, a significant portion of our costs are denominated in pounds sterling, euro and shekel as a result of our being engaged in activities in the United Kingdom, the European Union and Israel. As a consequence, the results reported in our financial statements are potentially subject to the impact of currency fluctuations between the U.S. Dollar on the one hand, and pounds sterling, euro or shekel on the other hand. We are focused on development activities and do not anticipate generating on-going revenues in the short-term. Accordingly, we do not engage in significant currency hedging activities in order to limit the risk of exchange rate fluctuations. However, if we should commence commercializing any products in the United States, changes in the relation of the U.S. Dollar to the pound sterling, euro and/or the shekel may affect our revenues and operating margins. In general, we could incur losses if the U.S. Dollar should become devalued relative to pounds sterling, euro and/or the shekel.

We do not currently have the capability to undertake manufacturing of any potential products.

We have not invested in manufacturing and have no manufacturing experience. We cannot assure you that we will successfully manufacture any product we may develop, either independently or under manufacturing arrangements, if any, with third party manufacturers. To the extent that we enter into contractual relationships with other companies to manufacture our products, if any, the success of those products may depend on the success of securing and maintaining contractual relationships with third party manufacturers (and any sub-contractors they engage).

We do not currently have the capability to undertake marketing, or sales of any potential products.

We have not invested in marketing or product sales resources. We cannot assure you that we will be able to acquire such resources. We cannot assure you that we will successfully market any product we may develop, either independently or under marketing arrangements, if any, with other companies. To the extent that we enter into contractual relationships with other companies to market our products, if any, the success of such products may depend on the success of securing and maintaining such contractual relationships the efforts of those other companies (and any sub-contractors they engage).

We have limited personnel to oversee out-sourced clinical testing and the regulatory approval process.

It is likely that we will also need to hire additional personnel skilled in the clinical testing and regulatory compliance process if we develop additional product candidates with commercial potential. We do not currently have the capability to conduct clinical testing in-house and do not currently have plans to develop such a capability. We out-source our clinical testing to contract research organizations. We currently have a limited number of employees and certain other outside consultants who oversee the contract research organizations involved in clinical testing of our compounds.

We cannot assure you that our limited oversight of the contract research organizations will suffice to avoid significant problems with the protocols and conduct of the clinical trials.

We depend on contract research organizations to conduct our pre-clinical and our clinical testing. We have engaged and intend to continue to engage third party contract research organizations and other third parties to help us develop our drug candidates. Although we have designed the clinical trials for drug candidates, the contract research organizations will be conducting all of our clinical trials. As a result, many important aspects of our drug development programs have been and will continue to be outside of our direct control. In addition, the contract research organizations may not perform all of their obligations under arrangements with us. If the contract research organizations do not perform clinical trials in a satisfactory manner or breach their obligations to us, the development and commercialization of any drug candidate may be delayed or precluded. We cannot control the amount and timing of resources these contract research organizations devote to our programs or product candidates. The failure of any of these contract research organizations to comply with any governmental regulations would substantially harm our development and marketing efforts and delay or prevent regulatory approval of our drug candidates. If we are unable to rely on clinical data collected by others, we could be required to repeat, extend the duration of, or increase the size of our clinical trials and this could significantly delay commercialization and require significantly greater expenditures.

Despite the use of confidentiality agreements and/or proprietary rights agreements, which themselves may be of limited effectiveness, it may be difficult for us to protect our trade secrets.

We rely on trade secrets to protect technology in cases when we believe patent protection is not appropriate or obtainable. However, trade secrets are difficult to protect. While we require certain of our academic collaborators, contractors and consultants to enter into confidentiality agreements, we may not be able to adequately protect our trade secrets or other proprietary information.

Potential technological changes in our field of business create considerable uncertainty.

We are engaged in the biopharmaceutical field, which is characterized by extensive research efforts and rapid technological progress. New developments in research are expected to continue at a rapid pace in both industry and academia. We cannot assure you that research and discoveries by others will not render some or all of our programs or product candidates uncompetitive or obsolete.

Our business strategy is based in part upon new and unproven technologies to the development of biopharmaceutical products for the treatment of neurological and cardiovascular disorders. We cannot assure you that unforeseen problems will not develop with these technologies or applications or that commercially feasible products will ultimately be developed by us.

Third-party reimbursement and health care cost containment initiatives and treatment guidelines may constrain our future revenues.

Our ability to market successfully our existing and future new products will depend in part on the level of reimbursement that government health administration authorities, private health coverage insurers and other organizations provide for the cost of our products and related treatments. Countries in which our products are sold through reimbursement schemes under national health insurance programs frequently require that manufacturers and sellers of pharmaceutical products obtain governmental approval of initial prices and any subsequent price increases. In certain countries, including the United States, government-funded and private medical care plans can exert significant indirect pressure on prices. We may not be able to sell our products profitably if adequate prices are not approved or reimbursement is unavailable or limited in scope. Increasingly, third-party payers attempt to contain health care costs in ways that are likely to impact our development of products including:

•	failing to approve or challenging the prices charged for health care products;

•	introducing reimportation schemes from lower priced jurisdictions;

•	limiting both coverage and the amount of reimbursement for new therapeutic products;

•	denying or limiting coverage for products that are approved by the regulatory agencies but are considered to be experimental or investigational by third-party payers;

•	refusing to provide coverage when an approved product is used in a way that has not received regulatory marketing approval; and

•	refusing to provide coverage when an approved product is not appraised favorably by the National Institute for Clinical Excellence in the U.K., or similar agencies in other countries.

We are undergoing significant organizational change. Failure to manage disruption to the business or the loss of key personnel could have an adverse effect on our business.

We are making significant changes to both our management structure and the locations from which we operate. As a result of this, in the short term, morale may be lowered and key employees may decide to leave, or may be distracted from their usual role. This could result in delays in development projects, failure to achieve managerial targets or other disruption to the business which could have material adverse affects on our business and results of operations.

Item 4 Information on the Company

A. History and Development of the Company

Amarin Corporation plc (formerly Ethical Holdings plc) is a public limited company with its primary stock market listing in the U.S. on the NASDAQ Capital Market and secondary listings in the U.K. and Ireland on AIM and IEX, respectively. Amarin was originally incorporated in England as a private limited company on March 1, 1989 under the Companies Act 1985, and re-registered in England as a public limited company on March 19, 1993.

Our registered office is located at 110 Cannon Street, London, EC4N 6AR, England. Our principal executive offices are located at First Floor, Block 3, The Oval, Shelbourne Road, Ballsbridge, Dublin 4, Ireland and our telephone number is +353-1-6699010. The directors are responsible for the maintenance and integrity of our website, www.amarincorp.com. Our principal research and development facilities are located in Oxford, England.

In the period from late 2003 through 2004, we executed a comprehensive restructuring of our operations. In 2003, we disposed of our drug delivery business to Watson. In 2004, we sold our U.S. sales and marketing subsidiary and the majority of our U.S. operations to Valeant and acquired the entire issued share capital of Laxdale, a research and development based neuroscience company, with particular expertise in lipid science.

During 2007, we initiated a cardiovascular development program, leveraging our proprietary expertise and intellectual property in lipid science to target billion dollar market opportunities such as dyslipidemia. We also focused on expanding and strengthening our research and development management team. In April 2007, we appointed Dr. Declan Doogan to the newly-created position of Head of Research and Development. Dr. Doogan was previously Senior Vice President and Head of Worldwide Development at Pfizer Global Research and Development. Since joining Amarin, Dr. Doogan has been instrumental in transforming our research and development organization and streamlining development activities from translational research through clinical operations. Other recent additions to our management team include Dr. Keith Wood, a thirty year industry veteran as Head of Research and Development Operations and Stuart Sedlack (formerly Global Head of Negotiations for a business unit of Novartis Pharma AG) as Executive Vice President, Corporate Development.

In 2006 and 2007 we expanded our CNS pipeline through the acquisition of a global license to a novel sublingual apomorphine for patients with advanced Parkinson’s disease, a novel nasal formulation of lorazepam for the out-patient treatment of emergency seizures in epilepsy patients and the addition of EN101 for myasthenia gravis via the acquisition of Ester Neurosciences Limited.

With respect to our Huntington’s disease program, in late 2007 we met with the FDA following the completion of a comprehensive analysis of the 12-month data from the U.S. Phase III trial of AMR101 in HD showing a statistically significant benefit with AMR101 over longer periods of treatment. The FDA indicated that one additional Phase III trial demonstrating robust results, in conjunction with the confirmatory evidence from the existing clinical data, may be sufficient clinical data to support a New Drug Application. We are also in discussions with EMEA.

On December, 19, 2007, Mr. Thomas Lynch was appointed Chief Executive Officer following the resignation of Mr. Richard Stewart. Mr. Lynch joined us in January 2000 as Chairman of the Board. Between 1993 and 2004, Mr. Lynch was with Elan Corporation plc where he held a number of positions including Chief Financial Officer and Executive Vice Chairman. Also on December 19, 2007, Mr. Alan Cooke was appointed to the position of President and Chief Operating Officer.

In the period from late 2004 to late 2007, we completed a series of financings raising aggregate gross proceeds of approximately $96.7 million, including $18.5 million from our directors and officers.

B. Business Overview

Our Business

We are committed to improving the lives of patients suffering from central nervous system and cardiovascular diseases. Our goal is to be a leader in the research, development and commercialization of novel drugs that address unmet patient needs.

Our recently initiated cardiovascular program capitalizes on the known therapeutic benefits of essential fatty acids in cardiovascular disease. Our CNS development pipeline includes programs in myasthenia gravis, Huntington’s disease, Parkinson’s disease, epilepsy and memory. We also have two proprietary technology platforms: a lipid-based technology platform for the targeted transport of molecules through the liver and/or to the brain, and a unique mRNA technology based on cholinergic neuromodulation.

The following table summarizes the status of our development pipeline:

AMR101

AMR101 is a semi-synthetic, highly purified (greater than 96%) derivative of (all-cis)-5,8,11,14,17-eicosapentaenoic acid (“ethyl-EPA”). It is a long chain highly unsaturated fatty acid (often written in short as 20:5n-3 or 20: ω 3).

AMR101 and Derivatives for Cardiovascular Disease

We have initiated a cardiovascular development strategy to capitalize on the known therapeutic benefits of unsaturated fatty acids in cardiovascular disease. We plan to utilize our extensive know-how and experience in lipid science to develop and advance these programs.

We are planning to commence a series of clinical trials with AMR101 (ultra-pure ethyl-EPA) in dyslipidemia, particularly the treatment of high triglycerides and the evaluation of the effect of the co-administration and co-formulation of AMR101 with other cardiovascular medications.

In excess of two million patients in Japan have been prescribed ultra-pure EPA for the treatment of high triglyceride levels (a component of dyslipidemia) since its approval. The safety profile of ultra-pure EPA is very good, especially in comparison to other triglyceride lowering agents such as fibrates, statins and niacin.

We believe that proof of concept with AMR101 in cardiovascular disease can be established relatively quickly and inexpensively as efficacy is measured by well defined biochemical endpoints. This would enable rapid progress of effective compounds into the final stages of development.

In addition, we intend to commence investigation of new compounds from our existing development portfolio for the treatment of dyslipidemia and potentially other cardiovascular related diseases.

AMR101 Clinical Development for HD

HD is inherited as an autosomal dominant disease that gives rise to progressive, selective (localized) neural cell death associated with choreic movements and dementia. On April 24, 2007, we announced top line results from two Phase III studies with AMR101 in HD. Study data showed no statistically significant difference in either study between AMR101 and placebo with regard to the primary and secondary endpoints at 6 months of treatment. These top-line findings were inconsistent with data from an earlier 12-month 135 patient clinical trial.

However, on November 19, 2007, Amarin announced that analysis of a comprehensive review of the 12-month data from the U.S. Phase III study showed a statistically significant difference in TMS-4 between the long term AMR101 group (12-month treatment) and those patients who had switched to AMR101 at 6-months.

In November 2007, we met with the FDA following the completion of the comprehensive review of all clinical data for AMR101 in HD. The FDA indicated that one additional Phase III trial demonstrating robust results, in conjunction with the confirmatory evidence from the existing clinical data, may be sufficient clinical data to support a New Drug Application.

We have also submitted the comprehensive review of all clinical data for AMR101 in HD to EMEA and discussions are ongoing regarding next steps.

EN101

EN101 is an orally available antisense oligonucleotide, specifically targeting the “read-through” or “R” isoform (“AChE-R”) of acetylcholinesterase (“AChE”). The molecule suppresses the production of the AChE-R protein without the negative cholinergic effects currently observed with conventional inhibitors.

Myasthenia gravis, a debilitating neuromuscular disease, is the first target indication for which EN101 is undergoing clinical development. A Phase Ib clinical trial was conducted by Ester in 2002 to assess the safety, efficacy and pharmacokinetics of oral EN101 in MG patients. In 2004, Ester commenced a Phase IIa dose finding study in MG patients. Interim analysis from this study was announced in May 2007. Based on the results of the Phase IIa interim analysis, and the results of the Phase Ib study, EN101 appears to have a more favorable safety and efficacy profile, as well as a more favorable dosing regimen compared to the current standard of care, Mestinon (pyridostigmine).

We plan to complete the Phase IIa study and other non-clinical studies before progressing to a larger clinical study.

Sublingual Apomorphine for Parkinson’s Disease

Our novel sublingual (under the tongue) formulation of Apomorphine aims to achieve rapid absorption directly into the bloodstream after sublingual administration. Apomorphine is a particularly effective for the treatment of “off” episodes in Parkinson’s disease patients. This novel formulation would offer patients a more user friendly alternative to the currently available injectable formulation of Apomorphine and we believe, could result in higher rates of utilization.

The oral bioavailability of our novel sublingual formulation had initially been demonstrated by us in a proof of concept study in human volunteers, while also showing it to being well tolerated. We subsequently progressed it through further Phase I pharmacokinetic studies and the lead formulation has now been selected for optimization in a final pharmacokinetic study.

Nasal Lorazepam

Our novel, nasal formulation of lorazepam is in development for the out-patient treatment of emergency seizures in epilepsy patients. The only treatment currently approved by the FDA for seizure emergencies in the out-patient setting is a rectal gel formulation of the drug diazepam. Diazepam gel’s use is limited by its rectal route of administration.

In early 2008, we announced the successful completion of an initial pre-clinical proof of concept study with the novel formulation. The data generated supports its further development as an out-patient treatment of emergency seizures.

AMR101 for AAMI

Following on from positive preclinical results with AMR101 in memory and cognition, in January 2008 we commenced a Phase IIa trial with AMR101 in Age Associated Memory Impairment (“AAMI”). The trial - randomized, double-blinded, and placebo-controlled - will enrol 96 patient volunteers with AAMI. Three dose strengths of AMR101 (1g, 2g, 4g) will be tested versus placebo using a computer-derived cognitive batch of tests. Initial results from the study are anticipated in the second half of 2008.

Targeted Lipid Transport Technology (“TLT”) Platform (previously Combinatorial Lipids)

We have researched and patented how to use different types of chemical linkage to attach a range of bioactive lipids either to other lipids or other drugs. The results are novel single chemical entities with predictable properties, potentially offering substantial and clinically relevant advantages over either compound alone.

This technology has application across a broad range of therapeutic areas including CNS, cardiovascular, gastrointestinal and oncology. AMR103, a novel form of levodopa in pre-clinical development for Parkinson's disease, is our lead candidate utilizing this technology.

Cholinergic Modulation and Inflammation

Ester, which was acquired by us in December 2007, also has a platform messenger RNA (“mRNA”) silencing technology based on novel and proprietary discoveries in the field of AChE, developed by Professor Hermona Soreq of the Hebrew University of Jerusalem.

Ester’s technology platform exhibits anti-inflammatory effects, including an indirect inhibitory effect on key pro-inflammatory cytokines via modulation of AChE-R, as well as a direct anti-inflammatory effect via modulation of macrophage activity mediated by interaction with the toll-like receptor or TLR signalling pathway.

Our Marketing Partners

AMR101 for HD has been partnered in the major E.U. markets with Scil Biomedical GmbH, Juste S.A.Q.F. and Archimedes Pharma Ltd.

Additionally, we are party to a license agreement dated July 21, 2003 with a marketing partner in Japan to develop, use, offer to sell, sell and distribute products in Japan utilizing certain of our intellectual property in the pharmaceutical fields of HD, depression, schizophrenia, dementia and certain less significant indications (by patient population) including the ataxias, for a period of 10 years from the date of first commercial sale or, if later, until patent protection expires.

In December 2005, Amarin Neuroscience entered into a worldwide exclusive license with Multicell Technologies, Inc. (“Multicell”) pursuant to which Amarin Neuroscience licensed the worldwide rights for MCT-125 to Multicell in return for a series of development based milestones and a royalty on net sales. Multicell is obliged to use reasonable good faith efforts to develop and commercialize MCT-125. Multicell is currently planning a Phase IIb trial with MCT-125 in the treatment of fatigue in patients suffering from MS.

The Financial Year

We had no revenues in 2007. Our consolidated revenues in 2006 comprise milestone payments received from Multicell and were derived from the licensing of exclusive, worldwide rights to Multicell for MCT-125 (formerly LAX-202).

For the year ended December 31, 2006, all revenues originated in the United Kingdom. No revenues were generated from licensing, development or contract manufacturing fees.

At present all of our products are in the development stage and we therefore have no products that can be marketed.

Competition

In pursuing our strategy of acquiring marketable and/or development stage neurology products, we expect to compete with other pharmaceutical companies for product and product line acquisitions, and more broadly for the distribution and marketing of pharmaceutical and consumer products. These anticipated competitors include companies which may also seek to acquire branded or development stage pharmaceutical products and product lines from other pharmaceutical companies. Most of our potential competitors will likely possess substantially greater financial, technical, marketing and other resources. In addition, we will compete for supplier manufacturing capacity with other companies, including those whose products are competing with ours. Additionally, our future products may be subject to competition from products with similar qualities. See Item 3 “Key Information — Risk Factors — Our future products may not be able to compete effectively against those of our competitors.”

Government Regulation

Any product development activities relative to AMR101 or products that we may develop or acquire in the future will be subject to extensive regulation by various government authorities, including the FDA and comparable regulatory authorities in other countries, which regulate the design, research, clinical and non-clinical development, testing, manufacturing, storage, distribution, import, export, labeling, advertising and marketing of pharmaceutical products and devices. Generally, before a new drug can be sold, considerable data demonstrating its quality, safety and efficacy must be obtained, organized into a format specific to each regulatory authority, submitted for review and approved by the regulatory authority. The data are generated in two distinct development stages: pre-clinical and clinical. For new chemical entities, the pre-clinical development stage generally involves synthesizing the active component, developing the formulation and determining the manufacturing process, as well as carrying out non-human toxicology, pharmacology and drug metabolism studies which support subsequent clinical testing. Good laboratory practice requirements must be followed in order for the resulting data to be considered valid and reliable. For established molecules this stage can be limited to formulation and manufacturing process development and in vitro studies to support subsequent clinical evaluation.

The clinical stage of development can generally be divided into Phase I, Phase II and Phase III clinical trials. In Phase I, generally, a small number of healthy volunteers are initially exposed to a single dose and then multiple doses of the product candidate. The primary purpose of these studies is to assess the metabolism, pharmacologic action, side effect tolerability and safety of the drug. Studies in volunteers are

also undertaken to begin assessing the pharmacokinetics of the drug (e.g. the way in which the body deals with the compound from absorption, to distribution in tissues, to elimination).

Phase II trials typically involve studies in disease-affected patients to determine the dose required to produce the desired benefits. At the same time, safety and further pharmacokinetic and pharmacodynamic information is collected. Phase III trials generally involve large numbers of patients from a number of different sites, which may be in one country or in several different countries or continents. Such trials are designed to provide the pivotal data necessary to establish the effectiveness of the product for its intended use, and its safety in use, and typically include comparisons with placebo and/or other comparator treatments. The duration of treatment is often extended to mimic the actual use of a product during marketing.

Prior to the start of human clinical studies of a new drug in the United States or, generally, for submission in support of a U.S. marketing application, an investigational new drug application, or IND, is filed with the FDA. Similar notifications are required in other countries. The amount of data that must be supplied in the IND application depends on the phase of the study. Earlier investigations, such as Phase I studies, typically require less data than the larger and longer-term studies in Phase III. A clinical plan must be submitted to the FDA prior to commencement of a clinical trial. In general, studies may begin in the U.S. without specific approval by the FDA 30-days after submission of the IND. However, the FDA may prevent studies from moving forward, and may suspend or terminate studies once initiated. Regular reporting of study progress and adverse experiences is required. During the testing phases, meetings can be held with the FDA to discuss progress and future requirements for the NDA. Studies are also subject to review by independent institutional review boards responsible for overseeing studies at particular sites and protecting human research study subjects. An independent institutional review board may prevent a study from beginning or suspend or terminate a study once initiated. Studies must also be conducted and monitored in accordance with good clinical practice and other requirements.

Following the completion of clinical trials, the data must be thoroughly analyzed to determine if the clinical trials successfully demonstrate safety and efficacy. If they do the data can be filed with the FDA in an NDA along with proposed labeling for the product and information about the manufacturing and testing processes and facilities that will be used to ensure product quality. In the US, FDA approval of an NDA must be obtained before marketing a developed product. The NDA must contain proof of safety, purity, potency and efficacy, which entails extensive pre-clinical and clinical testing.

Although the type of testing and studies required by the FDA do not differ significantly from those of other countries, the amount of detail required by the FDA can be more extensive. In addition, it is likely that the FDA will re-analyze the clinical data, which could result in extensive discussions between us and the licensing authority during the review process. The processing of applications by the FDA is extensive and time consuming and may take several years to complete. The FDA’s goal generally is to review and make a recommendation for approval of a new drug within ten months, and of a new “priority” drug within six months, although final FDA action on the NDA can take substantially longer, may entail requests for new data and/or data analysis, and may involve review and recommendations by an independent FDA advisory committee. The FDA may conduct a pre-approval inspection of the manufacturing facilities for the new product to determine whether they comply with current good manufacturing practice requirements, and may also audit data from clinical and pre-clinical trials.

There is no assurance that the FDA will act favorably or quickly in making such reviews and significant difficulties or costs may be encountered by the Group in its efforts to obtain FDA approvals. The FDA may also require post-marketing testing and surveillance to monitor the effects of approved products or it may place conditions on approvals including potential requirements or risk management plans that could restrict the commercial promotion, distribution, prescription or dispensing of products. Product approvals may be withdrawn if compliance with regulatory standards is not maintained or if problems occur following initial marketing.

In the European Union, our future products may also be subject to extensive regulatory requirements. As in the U.S., the marketing of medicinal products has for many years been subject to the granting of marketing authorizations by regulatory agencies. Particular emphasis is also being placed on more sophisticated and faster procedures for reporting of adverse events to the competent authorities.

In common with the U.S., the various phases of pre-clinical and clinical research are subject to significant regulatory controls. Although the regulatory controls on clinical research are currently undergoing a harmonization process following the adoption of the Clinical Trials Directive 2001/20/EC, there are currently significant variations in the member state regimes. However, all member states currently require independent institutional review board approval of interventional clinical trials. With the exception of U.K. Phase 1 studies in healthy volunteers, all clinical trials require either prior governmental notification or approval. Most regulators also require the submission of adverse event reports during a study and a copy of the final study report.

In the European Union, approval of new medicinal products can be obtained through one of three processes. The first such process is known as the mutual recognition procedure. An applicant submits an application in one European Union member state, known as the reference member state. Once the reference member state has granted the marketing authorization, the applicant may choose to submit applications in other concerned member states, requesting them to mutually recognize the marketing authorizations already granted. Under this mutual recognition process, authorities in other concerned member states have 55 days to raise objections, which must then be resolved by discussions among the concerned member states, the reference member state and the applicant within 90 days of the commencement of the mutual recognition procedure. If any disagreement remains, all considerations by authorities in the concerned member states are suspended and the disagreement is resolved through an arbitration process. The mutual recognition procedure results in separate national marketing authorizations in the reference member state and each concerned member state.

The second procedure in the European Union for obtaining approval of new medicinal products is known as the centralized procedure. This procedure is currently mandatory for products developed by means of a biotechnological process and optional for new active substances and other “innovative medicinal products with novel characteristics.” Under this procedure, an application is submitted to the European Agency for the Evaluation of Medical Products. Two European Union member states are appointed to conduct an initial evaluation of each application. These countries each prepare an assessment report, which reports are then used as the basis of a scientific opinion of the Committee on Proprietary Medical Products. If this opinion is favorable, it is sent to the European Commission which drafts a decision. After consulting with the member states, the European Commission adopts a decision and grants a marketing authorization, which is valid throughout the European Union and confers the same rights and obligations in each of the member states as a marketing authorization granted by that member state.

The third, and most recently introduced procedure in the European Union, is known as the decentralized procedure. This is similar to the mutual recognition procedure described above, but with some differences: notably in the time key documents are provided to concerned member states by the reference member state, the overall timing of the procedure and the possibility of “clock stops” during the procedure.

The European Union is currently expanding, with a number of Eastern European countries joining recently and expected to join over the coming years. Several other European countries outside the European Union, particularly those intending to accede to the European Union, accept European Union review and approval as a basis for their own national approval.

Following approval of a new product, a pharmaceutical company generally must engage in various monitoring activities and continue to submit periodic and other reports to the applicable regulatory agencies, including any cases of adverse events and appropriate quality control records. Modifications or enhancements to the products or labeling, or changes of site of manufacture are often subject to the approval of the FDA and other regulators, which may or may not be received or may result in a lengthy review process.

Prescription drug advertising and promotion is subject to federal, state and foreign regulations. In the U.S., the FDA regulates all company and prescription drug product promotion, including direct-to- consumer advertising. Promotional materials for prescription drug products must be submitted to the FDA in conjunction with their first use. Use of volatile materials may lead to FDA enforcement actions. Any distribution of prescription drug products and pharmaceutical samples must comply with the U.S. Prescription Drug Marketing Act, or the PDMA, a part of the U.S. Federal Food, Drug, and Cosmetic Act.

In the U.S., once a product is approved its manufacture is subject to comprehensive and continuing regulation by the FDA. The FDA regulations require that products be manufactured in specific approved facilities and in accordance with current good manufacturing practices, and NDA holders must list their products and register their manufacturing establishments with the FDA. These regulations also impose certain organizational, procedural and documentation requirements with respect to manufacturing and quality assurance activities. NDA holders using contract manufacturers, laboratories or packagers are responsible for the selection and monitoring of qualified firms. These firms are subject to inspections by the FDA at any time, and the discovery of violative conditions could result in enforcement actions that interrupt the operation of any such facilities or the ability to distribute products manufactured, processed or tested by them.

The distribution of pharmaceutical products is subject to additional requirements under the PDMA and equivalent laws and regulations in other jurisdictions. For instance, states are permitted to require registration of distributors who provide products within their state despite having no place of business within the state. The PDMA also imposes extensive record-keeping, licensing, storage and security requirements intended to prevent the unauthorized sale of pharmaceutical products.

Manufacturing, sales, promotion, and other activities following product approval are also subject to regulation by numerous regulatory authorities in addition to the FDA, including, in the U.S., the Centers for Medicare & Medicaid Services, other divisions of the Department of Health and Human Services, the Drug Enforcement Administration, the Consumer Product Safety Commission, the Federal Trade Commission, and state and local governments. Sales, marketing and scientific/educational programs must also comply with the U.S. Medicare-Medicaid Anti-Fraud and Abuse Act and similar state laws. Pricing and rebate programs must comply with the Medicaid rebate requirements of the U.S. Omnibus Budget Reconciliation Act of 1990. If products are made available to authorized users of the Federal Supply Schedule of the General Services Administration, additional laws and requirements apply. The handling of any controlled substances must comply with the U.S. Controlled Substances Act and Controlled Substances Import and Export Act. Products must meet applicable child-resistant packaging requirements under the U.S. Poison Prevention Packaging Act. Manufacturing, sales, promotion and other activities are also potentially subject to federal and state consumer protection and unfair competition laws.

The failure to comply with regulatory requirements subjects firms to possible legal or regulatory action. Depending on the circumstances, failure to meet applicable regulatory requirements can result in criminal prosecution, fines or other penalties, injunctions, recall or seizure of products, total or partial suspension of production, denial or withdrawal of product approvals, or refusal to allow a firm to enter into supply contracts, including government contracts. In addition, even if a firm complies with FDA and other requirements, new information regarding the safety or effectiveness of a product could lead the FDA to modify or withdraw a product approval. Prohibitions or restrictions on sales or withdrawal of future products marketed by us could materially affect our business in an adverse way.

Changes in regulations or statutes or the interpretation of existing regulations could impact our business in the future by requiring, for example:

·	changes to our manufacturing arrangements;

·	additions or modifications to product labeling;

·	the recall or discontinuation of our products; or

·	additional record-keeping requirements.

If any such changes were to be imposed, they could adversely affect the operation of our business.

Manufacturing and Supply

Amarin Neuroscience Limited is currently responsible for the supply of the clinical supplies of AMR101, through its sub-contractors, and will be responsible for the commercial manufacturing and supply of AMR101 should the FDA approve this compound. All supplies of the bulk compound (ethyl-EPA), which constitutes the only pharmaceutically active ingredient of AMR101, are currently purchased from Nisshin Pharma, Inc., a currently qualified manufacturer, pursuant to a supply agreement whereby the supply is at a fixed price. The main raw material that constitutes ethyl-EPA is a naturally occurring substance which is sourced from marine life. The manufacturing processes that are applied by Nisshin to such raw material are proprietary to Nisshin and produce a pharmaceutical grade compound at a level of purity of at least 95%. We are aware that certain other manufacturers have the ability to produce ethyl-EPA to a similar level of purity.

Patents and Proprietary Technology

We believe that patent protection of our technologies, processes and products is important to our future operations. The success of our products may depend, in part, upon our ability to obtain strong patent protection. There can however be no assurance that:

•	any additional patents will be issued for AMR101 or any other or future products in any or all appropriate jurisdictions;

•	any patents that we or our licensees may obtain will not be successfully challenged in the future;

•	our technologies, processes or products will not infringe upon the patents of third parties; or

•	the scope of any patents will be sufficient to prevent third parties from developing similar products.

When deemed appropriate, we intend to vigorously enforce our patent protection and intellectual property rights.

Our strategy is to file patent applications where we think it is appropriate to protect and preserve the proprietary technology and inventions considered significant to our business. We have patents covering our various compounds and their uses. These include use patents issued for the method of treating a number of CNS and cardiovascular disorders with highly pure forms of EPA and composition of matter patents relating to potential second generation technology platforms. We will also rely upon trade secrets and know-how to retain our competitive position. We will file patent applications either on a country-by-country basis or by using the European or international patent cooperation treaty systems. The existence of a patent in a country may provide competitive advantages to us when seeking licensees in that country. In general, patents granted in most European countries have a twenty-year term, although in certain circumstances the term can be extended by supplementary protection certificates. We may be dependent in some cases upon third party licensors to pursue filing, prosecution and maintenance of patent rights or applications owned or controlled by those parties.

It is possible that third parties will obtain patents or other proprietary rights that might be necessary or useful to us. In cases where third parties are first to invent a particular product or technology, it is possible that those parties will obtain patents that will be sufficiently broad so as to prevent us from utilizing such technology. In addition, we may use unpatented proprietary technology, in which case there would be no assurance that others would not develop similar technology. See Item 3 “Key Information — Risk Factors — We will be dependent on patents, proprietary rights and confidentiality, and — Potential technological changes in our field of business create considerable uncertainty”.

FORM OF SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “ Agreement ”), dated as of May 13, 2008, is made by and among Amarin Corporation plc, a company incorporated under the laws of England and Wales (the “ Company ”), and the purchasers listed on Exhibit A hereto, together with their permitted transferees (each, a “ Purchaser ” and collectively, the “ Purchasers ”).

RECITALS:

A. The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(2) thereof and/or Regulation D thereunder.

B. The Purchasers desire to purchase and the Company desires to sell, upon the terms and conditions stated in this Agreement, Shares and Preference Shares in an aggregate amount of $56,000,000, with $28,000,000 (the “ First Closing Amount ”) to be funded at the first closing (the “ First Closing ”) and $28,000,000 (the “ Second Closing Amount ”) to be funded at the second closing (the “ Second Closing ”) if the Second Closing occurs.

C. The capitalized terms used herein and not otherwise defined have the meanings given them in Article 8.

AGREEMENT

In consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchasers (severally and not jointly) hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE OF SECURITIES

SECTION 1.1.

Purchase and Sale of Securities .

(a) At the First Closing, the Company will allot, issue and sell to each Purchaser, and each Purchaser will subscribe for from the Company, the number of Preference Shares, if any, (the “ Preference Shares ”) and the number of Ordinary Shares (the “ First Closing Ordinary Shares ” and together with the Preference Shares, the “ First Closing Securities ”), each Ordinary Share represented by one American Depositary Share (each, an “ ADS ” and collectively, “ ADSs ”), in each case as set forth opposite such Purchaser’s name on Exhibit A hereto. The purchase or subscription price for each unit of the First Closing Securities shall be US$2.30 (the “ Per Share First Closing Purchase Price ”) of which the dollar amount equivalent to ₤0.50 per Preference Share on the First Closing Date shall be paid in respect of each Preference Share purchased, if any.

(b) The Purchasers will have the option to invest the Second Closing Amount as provided herein. If the Purchasers, in accordance with Section 1.1(c), elect to invest the Second

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS (*) DENOTE SUCH OMISSIONS .

Closing Amount, then at the Second Closing, the Company will allot, issue and sell to each Purchaser, and each Purchaser will subscribe for from the Company the number of Ordinary Shares (the “ Second Closing Securities ” and, together with the First Closing Securities, the “ Securities ”), each Ordinary Share represented by one ADS, that is equal to the quotient obtained by dividing (A) the product of (x) the Second Closing Amount and (y) such Purchaser’s “Pro Rata Percentage” as set forth opposite such Purchaser’s name on Exhibit A hereto, by (B) the Per Share Second Closing Purchase Price (as defined below).

The “ Per Share Second Closing Purchase Price ” shall mean the purchase or subscription price for each Second Closing Security equal to the lesser of (i) $2.60 and (ii) the product of (x) the average of the volume weighted average prices as published on the HP screen on Bloomberg of the ADSs as reported on Nasdaq (symbol “AMRN”) for each of the thirty (30) trading days immediately prior to the Second Closing Date and (y) 1.13.

(c) Not later than the tenth (10th) Business Day following the date on which the Company notifies the Purchasers in writing (the “ Notice ”) of its good faith determination, which shall have been confirmed by the affirmative vote of at least a majority of all the members of the Board of Directors plus one additional Director (the “ Supermajority Directors ”), that either (i) it believes the Milestone has been achieved (in which case the Company shall provide the Purchasers with supporting documentation) or (ii) it has permanently ceased to pursue achievement of the Milestone, the Purchasers will vote on whether to exercise their option to fund the Second Closing Amount. If a Majority of the Preference Share Purchasers vote in favor of such exercise, then each Purchaser shall be required to fund in full its Pro Rata Percentage of the Second Closing Amount at the Second Closing; provided , that if, after such vote, any Purchaser funds less than such Purchaser’s full Pro Rata Percentage of the Second Closing Amount (such unfunded amount shall be referred to herein as a “ Shortfall Amount ”), then, (A) upon consummation of the Second Closing, all Preference Shares held by such Purchaser shall immediately convert into Ordinary Shares in accordance with their terms, and (B) the Purchasers that fund their full Pro Rata Percentages of the Second Closing Amount at the Second Closing shall have the right, but not the obligation, to fund any Shortfall Amount (in such proportions as such participating Purchasers shall determine in their sole discretion) and acquire the Second Closing Securities in respect of the amount funded. If, at the time of such vote, a Majority of the Preference Share Purchasers do not vote in favor of such exercise, then the Purchasers’ option to fund the Second Closing Amount will expire and be of no further force or effect. Notwithstanding any provision hereof to the contrary, a Majority of the Preference Share Purchasers may elect by written notice to the Company to waive the Notice and consummate the Second Closing at any time prior to delivery to the Purchasers of the Notice.

(d) The Per Share Second Closing Purchase Price and/or the number of Second Closing Securities issuable upon funding of the Second Closing Amount will be subject to adjustment in the event of (i) stock splits, stock dividends and similar events, and (ii) issuances of Ordinary Shares (including as ADSs), securities convertible into Ordinary Shares or ADSs, warrants to subscribe for Ordinary Shares or ADSs, or options to purchase any of the foregoing, exclusive however of Exempt Securities (“ Additional Stock ”), at a price per share that is less than, or with a conversion or exercise price that is less than, the Per Share Second Closing Purchase Price. In the case of clause (i), in the event of changes in the outstanding Ordinary Shares, on or after the First Closing Date, by reason of a stock split, reverse stock split, stock dividend, subdivision, split-up, combination of shares, consolidation or other transaction having similar effect, the number of Second Closing Securities purchasable under this Agreement in the aggregate and the Per Share Second Closing Purchase Price shall be correspondingly adjusted to give each

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Purchaser, on exercise of the option related to the Second Closing for the same aggregate Second Closing Purchase Price, the total number of Second Closing Securities as such Purchaser would have owned had the Second Closing been consummated prior to the event requiring adjustment and had such Purchaser continued to hold such Securities until after such event. In the case of clause (ii), the provisions of Exhibit B hereto shall apply.

SECTION 1.2. Payment . At or prior to the First Closing, each Purchaser will pay the aggregate First Closing Purchase Price for the First Closing Securities as set forth opposite such Purchaser’s name on Exhibit A hereto (the “ First Closing Purchase Price ”) by wire transfer of immediately available funds to the Company in accordance with wire instructions provided by the Company to the Purchasers prior to the First Closing. Upon such wire transfer the Company will instruct its depositary to deliver to each Purchaser, on an expedited basis, a statement of account in the name of such Purchaser reflecting the number of First Closing Ordinary Shares set forth on Exhibit A and will deliver certificates evidencing the Preference Shares set forth on Exhibit A . In the event of the Second Closing, in accordance with and subject to Section 1.1(b) hereof, substantially identical payment and delivery procedures will apply with respect to the aggregate price payable hereunder by each Purchaser for the Second Closing Securities (the “ Second Closing Purchase Price ”). The First Closing Purchase Price and the Second Closing Purchase Price include costs of issuance, such as any stamp duty or stamp duty reserve tax with respect thereto or any other cost incurred by the Company in connection with the issuance of the Securities.

SECTION 1.3. Closing Date . The First Closing will take place on May 16, 2008, or on such other date as shall be agreed upon by the Company and a Majority of the Preference Share Purchasers (the date upon which the First Closing occurs shall be referred to herein as the “ First Closing Date ”). The First Closing will be held at the offices of Cahill Gordon & Reindel llp, 80 Pine Street, New York, New York 10005 or at such other place as shall be agreed upon by the Company and a Majority of the Preference Share Purchasers. If a Majority of the Preference Share Purchasers vote in favor of the Second Closing pursuant to Section 1.1(c), then the Second Closing will take place no more than fifteen (15) Business Days following such affirmative vote (the “ Second Closing Date ”). The Second Closing, if applicable, will be held at the offices of Cahill Gordon & Reindel llp, 80 Pine Street, New York, New York 10005 or at such other time and place as shall be agreed upon by the Company and a Majority of the Preference Share Purchasers.

SECTION 1.4. Redemption of Convertible Debentures . Pursuant to the Company’s Convertible Debentures due 2010 (the “ Debentures ”), within fifteen (15) days following the First Closing Date the Company will apply proceeds from the First Closing Amount to, among other things, redeem for cash all outstanding Debentures at a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest thereon up to and including the date upon which the Debentures are redeemed. The principal amount of the Debentures, as of the date hereof, is $2,750,000.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as specifically contemplated by this Agreement or as set forth in the SEC Documents, the Draft Annual Report or the Disclosure Schedules, which Disclosure Schedules are attached hereto and shall be deemed a part hereof, the Company hereby represents and warrants to each of the Purchasers and the Placement Agent as follows:

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SECTION 2.1. Organization and Qualification . All of the direct and indirect Subsidiaries of the Company are as disclosed in the Draft Annual Report. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. The Company is duly incorporated and validly existing under the laws of England and Wales, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business as a foreign corporation in each United States jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not reasonably be expected to have (i) a material adverse effect on the legality, validity or enforceability of this Agreement and the transactions contemplated hereby, (ii) a material adverse effect on the results of operations, assets, business, or financial condition of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement and the transactions contemplated hereby (any of (i), (ii) or (iii), a “ Material Adverse Effect ”), and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. Each Subsidiary is duly incorporated or otherwise organized and validly existing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Each Subsidiary is duly qualified to conduct business as a foreign corporation or other entity in each United States jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not reasonably be expected to have a Material Adverse Effect.

SECTION 2.2. Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate this Agreement and the transactions contemplated hereby and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its Board of Directors or its shareholders in connection therewith other than in connection with the Required Approvals. This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) rights to indemnity and contribution may be limited by applicable law or public policy.

SECTION 2.3. Capitalization . The capitalization of the Company is as set forth in Schedule 2.3 of the Disclosure Schedules. All of the issued shares of capital stock of the Company are validly issued and fully paid. Except as a result of the purchase and sale of the Securities and as set forth in the SEC Documents, the Draft Annual Report and Schedule 2.3, there are no outstanding options, warrants, rights to subscribe for, or securities, rights or obligations convertible into, or giving

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any person any right to subscribe for or acquire, any Ordinary Shares or any options, warrants, rights or other instruments convertible into or exchangeable for Ordinary Shares. The Company’s Memorandum of Association and Articles of Association (the “ Memorandum and Articles of Association ”), as in effect on the date hereof, have previously been provided to the Purchasers. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders. Schedule 2.3 of the Disclosure Schedules contains a true, correct and complete copy of the Company’s 2002 Stock Option Plan, as amended by that certain Amendment to 2002 Stock Option Plan dated May 9, 2008 (collectively, the “ Amended Plan ”), which Amended Plan is in full force and effect. No option or award issued under or pursuant to the Amended Plan will vest, and the vesting schedule of any outstanding option or award will not accelerate, as a result of the transactions contemplated hereby. The Company has not back-dated any of its options or awards issued under or pursuant to the Amended Plan, or otherwise.

SECTION 2.4. Issuance of Securities . The Securities (in connection with both the First Closing and the Second Closing) are within the authorized share capital of the Company and, upon issuance in accordance with the terms of this Agreement, will be validly issued and fully paid and, except for antidilution adjustments described in Schedule 2.4 of the Disclosure Schedules, will not be subject to preemptive rights or other similar rights of shareholders of the Company.

SECTION 2.5. No Conflicts; Government Consents and Permits .

(a) The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby (including the issuance of the Securities) will not (i) conflict with or result in a violation of any provision of its Memorandum and Articles of Association, (ii) violate or conflict with, result in a material breach of any provision of, constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) subject to receipt of Required Approvals, result in a violation of any applicable law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries, except in the case of clauses (ii) and (iii) only, for such conflicts, breaches, defaults, and violations as would not reasonably be expected to have a Material Adverse Effect.

(b) Assuming the accuracy of each of the Purchasers’ representations and warranties in Article 3 hereof, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any Governmental Authority or other Person in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Securities in accordance with the terms hereof, other than such as have been made or obtained, and except for (i) the registration of the Securities under the Securities Act pursuant to Article 6 hereof, (ii) such filings required to be made under English law or U.S. federal or state or foreign securities laws as set forth on Schedule 2.5 of the Disclosure Schedules, and (iii) such required filings or notifications regarding the issuance or listing of additional shares with Nasdaq as set forth on Schedule 2.5 (collectively, the “ Required Approvals ”).

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(c) The Company and each Subsidiary has all certificates, authorizations, permits, licenses and any similar authority necessary for the conduct of its business as now being conducted by it as described in the Draft Annual Report, except for such certificates, authorizations, permits, licenses or similar authority, the lack of which would not reasonably be expected to have a Material Adverse Effect (“ Material Permits ”). Neither the Company nor any of its Subsidiaries has received any actual notice of any proceeding relating to revocation or modification of any Material Permit.

SECTION 2.6. SEC Documents; Financial Statements . The Company has complied in all material respects with requirements to file all reports required to be filed by it under the Exchange Act for the preceding two years (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits) incorporated by reference therein being hereinafter referred to as the “ SEC Documents ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension. At the time of filing, the SEC Documents complied in all material respects with the applicable requirements of the Exchange Act. At the time of filing, the Financial Statements and the related notes complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis during the periods involved (the Financial Statements are prepared under U.K. GAAP and reconciled to U.S. GAAP), except as may be otherwise specified in such Financial Statements or the notes thereto and except that unaudited financial statements may not be reconciled to U.S. GAAP or contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

SECTION 2.7. Annual Report for 2007 . The Company has previously made available to the Purchasers a draft, which was delivered to the Purchasers by the Placement Agent on April 18, 2008, of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2007 (the “ Draft Annual Report ”), which has been prepared assuming the First Closing occurs subsequent to the period covered thereby but before the filing thereof with the SEC. At the time of filing, the Draft Annual Report will comply in all material respects with the applicable requirements of the Exchange Act. The Financial Statements contained in the Draft Annual Report and the related notes comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such Financial Statements have been prepared in accordance with International Financial Reporting Standards applied on a consistent basis during the periods involved, except as may be otherwise specified in such Financial Statements or the notes thereto and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. As of the date hereof, the Draft Annual Report does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

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SECTION 2.8. Absence of Litigation . Except as described or referred to in the SEC Documents, the Draft Annual Report or Schedule 2.8 of the Disclosure Schedules, there is no Proceeding pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Securities, this Agreement or the transactions contemplated hereby or (ii) could, if there were an unfavorable decision, reasonably be expected to result in a Material Adverse Effect. Except as described or referred to in the SEC Documents, the Draft Annual Report or Schedule 2.8 of the Disclosure Schedules, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by any Governmental Authority involving the Company or any Subsidiary regarding the business, operations, activities or securities of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

SECTION 2.9. Intellectual Property Rights . The Company and each Subsidiary owns, or has sufficient rights worldwide to use, all patents and patent applications (including reissues, divisions, continuations, continuations-in-part, extensions, reexaminations and foreign counterparts thereof), trademarks, trademark applications, service marks, trade names, copyrights, trade secrets and know-how, including unpatented inventions, licenses for any of the foregoing and other intellectual property rights listed on Schedule 2.9 of the Disclosure Schedule (collectively, the “ Intellectual Property Rights ”). To the Company’s best knowledge (after diligent inquiry), there are no other intellectual property rights used in or necessary or material for use in connection with the Company’s and its Subsidiaries’ respective businesses as currently being conducted as described in the SEC Documents and the Draft Annual Report. Except as set forth in Schedule 2.9, all of the Intellectual Property Rights owned by the Company or any Subsidiary are exclusively owned by the Company or a Subsidiary and are free and clear of all Liens. Schedule 2.9 (a) of the Disclosure Schedule sets forth a complete and accurate list of all patents, registered trademarks and registered copyrights owned by the Company or any Subsidiary, in any jurisdiction throughout the world, and all applications for the foregoing; and Schedule 2.9 (b) sets forth a list of all agreements under which the Company or any Subsidiary receives from or grants to any Person any Intellectual Property Rights, other than off-the-shelf, shrink-wrap or click-wrap software licenses. There are no Proceedings, including without limitation any interference, reissue, reexamination, opposition, cancellation or similar proceedings, which adversely affect or challenge the legality, validity, use or enforceability of any of the Intellectual Property Rights. Neither the Company nor any Subsidiary has received any written notice, including any offers to license the intellectual property of any Person, or opinion of counsel that, and the Company has no knowledge of any facts or circumstances or any other reason to believe that, the use of the Intellectual Property Rights by the Company or any Subsidiary violates or infringes or is alleged to violate or infringe upon the rights of any Person. None of the Intellectual Property Rights have been judged invalid or unenforceable in whole or in part by any jurisdiction throughout the world and except as set forth in the Draft Annual Report, to the knowledge of the Company, all of the Intellectual Property Rights are valid and enforceable. All of the registrations and pending applications for Intellectual Property Rights have been timely and duly filed and prosecuted, all maintenance and related fees have been paid, and the Company or its Subsidiaries have taken all other actions required to maintain the validity and effectiveness of such registrations and applications. To the knowledge of the Company, there has been no infringement or misappropriation by another Person of any of the Intellectual Property Rights. The Company has taken reasonable measures consistent with industry standards to protect and

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maintain the confidentiality of its trade secrets and other confidential Intellectual Property Rights. Each present or past employee, officer, consultant or any other Person who developed, in whole or in part, any Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries has executed a valid and enforceable assignment to the Company of all right, title and interest in such Intellectual Property Rights.

SECTION 2.10. Certain Fees . Except for fees payable by the Company pursuant to the Company’s engagement letter with the Placement Agent, no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement.

SECTION 2.11. Investment Company . The Company is not and, after giving effect to the offering and sale of the Securities, will not be an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the “ Investment Company Act ”). The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act.

SECTION 2.12. No Material Adverse Effect . Since September 30, 2007, except as described or referred to in the Draft Annual Report and except for cash expenditures in the ordinary course of business consistent with past practice, there has not been any change in the assets, business, properties, financial condition or results of operations of the Company that would reasonably be expected to have a Material Adverse Effect. Since September 30, 2007, except as described or referred to in the Draft Annual Report, (i) there has not been any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, (ii) the Company has not sustained any material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, and (iii) the Company has not incurred any material liabilities except in the ordinary course of business consistent with past practice.

SECTION 2.13. Nasdaq Capital Market . The ADSs are listed on the Nasdaq Capital Market and, to the Company’s knowledge, there are no proceedings to revoke or suspend such listing. The Company is, and after giving effect to the transactions contemplated hereby will be, in compliance with the requirements of Nasdaq Capital Market and the Company has not been notified by its depositary bank of, nor is it aware of, any breach of the terms of its ADS depositary agreement in the last two (2) years.

SECTION 2.14. Acknowledgment Regarding Purchasers’ Purchase of Securities . The Company acknowledges and agrees that each Purchaser is acting solely in the capacity of an arm’s-length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity with respect to the Company) with respect to this Agreement and the transactions contemplated hereby and any advice given by any Purchaser or any of its respective representatives or agents to the Company in connection with this Agreement and the transactions contemplated hereby is merely incidental to such Purchaser’s purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this

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Agreement has been based on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

SECTION 2.15. Accountants . The Company’s accountants are Pricewaterhouse-Coopers LLP. To the knowledge of the Company, such accountants, who the Company expects will express their opinion with respect to the financial statements to be included in the Draft Annual Report as finalized and filed with the SEC promptly following the First Closing, are a registered public accounting firm as required by the Securities Act.

SECTION 2.16. Insurance . The Company and each Subsidiary are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company believes are prudent and customary for a company (i) in the business (currently limited to the clinical trial stage) and locations in which the Company and each Subsidiary are engaged and (ii) with the resources of the Company and each Subsidiary, including, but not limited to, directors and officers insurance coverage. The Company has not received any written notice that the Company or any Subsidiary will not be able to renew its existing insurance coverage as and when such coverage expires.

SECTION 2.17. Foreign Corrupt Practices . Since January 1, 2004, neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee or other person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company, (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of in any material respect any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

SECTION 2.18. No Registration Rights . No Person has the right to (i) prohibit the Company from filing the Registration Statement or (ii) except as described or referred to in the Draft Annual Report or Schedule 2.18 of the Disclosure Schedules, require the Company to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement or otherwise. The granting and performance of the registration rights under this Agreement will not violate or conflict with, or result in a breach of any provision of, or constitute a default under, any agreement, indenture or instrument to which the Company or any Subsidiary is a party.

SECTION 2.19. Taxes . The Company has filed (or has obtained an extension of time within which to file) all necessary federal, state and foreign income and franchise tax returns and has paid all taxes that are due and payable, except where the failure to so file or the failure to so pay would not reasonably be expected to have a Material Adverse Effect.

SECTION 2.20. Real and Personal Property . Except as referred to or described in the Draft Annual Report, the Company and each Subsidiary have good and marketable title to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the business of the Company and its Subsidiaries, free and clear of all Liens, except those that (i) do not materially interfere with the use of such property by the Company and its Subsidiaries or (ii) would not reasonably be expected to have a Material Adverse Effect.

SECTION 2.21. Application of Takeover Protections . The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control

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share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Memorandum and Articles of Association or the laws of England and Wales that is or could become applicable as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under this Agreement and the transactions contemplated hereby, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities. Without in any way limiting the foregoing, the Company and the transactions to be effected at the First Closing and the Second Closing are not subject to the UK Takeover Code and neither the Company nor any Purchaser is required to obtain any consent, authorization or order of, or make any filing or registration pursuant to the UK Takeover Code in order for it to execute, deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to allot, issue and sell the Securities in accordance with the terms hereof.

SECTION 2.22. No Manipulation of Stock . The Company has not taken, nor will it take, directly or indirectly, any action designed to stabilize or manipulate the price of the ADSs or any security of the Company to facilitate the sale or resale of any of the Securities.

SECTION 2.23. Related Party Transactions . Except as set forth in the Draft Annual Report or Section 2.23 of the Disclosure Schedules, neither the Company nor any Subsidiary is presently a party to any transaction with any officer or director of the Company, any member of such officer’s or director’s family or any entity in which such officer, director or family member has a 5% or greater interest or is an officer, director, trustee or partner, including any contract, agreement or other arrangement providing for the furnishing of services, providing for rental of real or personal property, or otherwise requiring payments, other than (i) for payment of salary or consulting fees for services rendered to the Company or a Subsidiary, (ii) reimbursement for expenses incurred on behalf of the Company or a Subsidiary and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company or a Subsidiary.

SECTION 2.24. Sarbanes-Oxley . To the Company’s knowledge, the Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it or the transactions contemplated herein.

SECTION 2.25. Solvency . Based on the financial condition of the Company as of the First Closing Date after giving effect to the receipt by the Company of the proceeds from the sale of the First Closing Securities hereunder, (i) the Company’s fair saleable value of its assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities but excluding contingent liabilities relating to completed acquisitions, including the acquisition of Laxdale Limited, Ester Neurosciences Limited, the rights to an oral formulation of apomorphine and the rights to a nanocrystal nasal formulation of lorazepam as described in Schedule 2.25 of the Disclosure Schedules) as they mature and (ii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its debt when such amounts are required to be paid.

SECTION 2.26. Obligations on Pipeline Candidates. Schedule 2.26 of the Disclosure Schedules contains a true, correct and complete schedule of all licenses, collaboration agreements and other binding agreements of any kind with third parties that require the Company or any Subsidiary to (i) make any milestone, royalty and other similar payments in excess of $100,000 in the aggregate for each such agreement (each, a “ Payment Obligations ”) or (ii) perform any product development work (pre-clinical or clinical) or undertake any manufacturing (pilot or commercial)

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requiring expenditures in excess of $100,000 in the aggregate for each such agreement (each, a “ Work Obligation ”), with respect to any development/pipeline product, development/pipeline compound or development/pipeline candidate (each, a “ Product ”) owned or licensed by or to the Company or any of its Subsidiaries, including on such schedule (a) the names of the Products, (b) the agreements or other documents that are the source of the Payment Obligations and/or Work Obligations, naming the parties thereto, (c) a description of the Work Obligations, the diligence standards for performing the Work Obligations, and whether each such agreement may be terminated at the Company’s option without liability and if not, the measure of such liability if specified, (d) the milestones, developments, or events that give rise to the Payment Obligations and Work Obligations, and (e) the amounts of the Payment Obligations and whether such Payment Obligations may be settled other than by the payment of cash.

ARTICLE 3

PURCHASERS’ REPRESENTATIONS AND WARRANTIES

Each Purchaser represents and warrants to the Company, severally and not jointly, with respect to itself and its purchase hereunder, that:

SECTION 3.1. Investment Purpose . The Purchaser is purchasing the Securities for its own account for investment and not with a present view toward the public sale or distribution thereof and has no intention of selling or distributing any of such Securities or any arrangement or understanding with any other Persons regarding the sale or distribution of such Securities except in accordance with the provisions of Article 6 or otherwise as would not result in a violation of the Securities Act. The Purchaser 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 Securities except in accordance with the provisions of Article 6 or otherwise pursuant to and in accordance with the Securities Act.

SECTION 3.2. Purchaser Status . At the time the Purchaser was offered the Securities, it was, and at the date hereof it is, either (i) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act, (ii) an institutional “accredited investor” as defined in Rule 501(a)(1), (2) or (3) under the Securities Act or (iii) a person who is not a “U.S. Person” (as defined in Rule 902(k) under the Securities Act) (a “ Non-US Person ”).

SECTION 3.3. Reliance on Exemptions . The Purchaser understands that the Securities are being offered and sold to it in reliance upon specific exemptions from or non-application of the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Securities.

SECTION 3.4. Information . The Purchaser acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to such information about the Company and its financial condition, results of operations, businesses, properties, management and prospects as it believes to be sufficient to enable it to evaluate its investment, including, without limitation, the Company’s SEC Documents, the Draft Annual Report and the

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Disclosure Schedules; (iii) the opportunity to review the SEC Documents, the Draft Annual Report and the Disclosure Schedules; and (iv) the opportunity to obtain such additional information that the Purchaser has requested and the Company has provided. The foregoing acknowledgment of opportunity and access shall not be deemed in any way to limit the representations and warranties of the Company set forth in Article 2 above or the ability of the Purchasers to rely thereupon.

SECTION 3.5. Acknowledgement of Risk .

(a) The Purchaser acknowledges and understands that its investment in the Securities involves a significant degree of risk, including, without limitation, (i) the Company has a history of operating losses and requires substantial funds in addition to the proceeds from the sale of the Securities; (ii) an investment in the Company is speculative, and only purchasers who can afford the loss of their entire investment should consider investing in the Company and the Securities; (iii) the Purchaser may not be able to liquidate its investment; (iv) transferability of the Securities is limited; (v) in the event of a disposition of the Securities, the Purchaser could sustain the loss of its entire investment; and (vi) the Company has not paid any dividends on its Ordinary Shares since inception and does not anticipate the payment of dividends in the foreseeable future. Such risks are more fully set forth in the SEC Documents, the Draft Annual Report and the Disclosure Schedules.

(b) The Purchaser is able to bear the economic risk of holding the Securities for an indefinite period, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of the investment in the Securities.

(c) The Purchaser has with respect to all legal matters relating to this Agreement and the offer and sale of the Securities relied solely upon the advice of such Purchaser’s own counsel and has not relied upon or consulted any counsel to the Placement Agent or counsel to the Company.

(d) The Purchasers acknowledge that the only representations or warranties the Company is making in connection with the transaction contemplated hereby are those set forth in Article 2, as modified by the SEC Documents, the Draft Annual Report and the Disclosure Schedules.

SECTION 3.6. Governmental Review . The Purchaser understands that no United States federal or state or foreign Governmental Authority has passed upon or made any recommendation or endorsement of the Securities or an investment therein.

SECTION 3.7. Transfer or Resale; Legends .

(a) The Purchaser understands that:

(i) the Securities have not been and will not be registered under the Securities Act (other than as contemplated in Article 6) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Securities for an indefinite period of time because the Securities may not be transferred unless (A) the resale of the Securities is registered pursuant to an effective registration statement under the Securities Act, as contemplated in Article 6; or (B) the Securities to be sold or transferred are sold or transferred pursuant to an exemption from such registration and, if requested by the Company, or required by the

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depositary, the Purchaser has delivered to the Company an opinion of counsel to the Purchaser (in form, substance and scope reasonably acceptable to the Company) to such effect;

(ii) except as set forth in Article 6 and Article 4, neither the Company nor any other Person is under any obligation to register the resale of the Securities under the Securities Act or any state or foreign securities laws or to comply with the terms and conditions of any exemption thereunder;

(iii) the First Closing Ordinary Shares and the Second Closing Securities will be delivered to the Purchaser in the form of uncertificated restricted ADSs in the depositary’s direct registration system and will be held as restricted securities until they are resold pursuant to an effective registration statement under the Securities Act (or an available exemption therefrom), or otherwise cease to be restricted securities under the Securities Act; and

(iv) the restricted ADSs will be subject to the transfer restrictions contained in the legend set forth below:

THE RESTRICTED AMERICAN DEPOSITARY SHARES (“ RESTRICTED ADSs ”) CREDITED TO YOUR ACCOUNT AND THE UNDERLYING RESTRICTED SHARES (“ RESTRICTED SHARES ”) OF THE COMPANY ARE SUBJECT TO THE TERMS OF THE SUPPLEMENTAL LETTER AGREEMENT, DATED AS OF MAY 16, 2008 (THE “ SUPPLEMENTAL LETTER AGREEMENT ”), AND THE DEPOSIT AGREEMENT, DATED AS OF MARCH 29, 1993, AS AMENDED AND SUPPLEMENTED (AS SO AMENDED AND SUPPLEMENTED, THE “ DEPOSIT AGREEMENT ”). ALL TERMS USED BUT NOT OTHERWISE DEFINED HEREIN SHALL, UNLESS OTHERWISE SPECIFICALLY DESIGNATED HEREIN, HAVE THE MEANING GIVEN TO SUCH TERMS IN THE SUPPLEMENTAL LETTER AGREEMENT, OR IF NOT DEFINED THEREIN, IN THE DEPOSIT AGREEMENT.

HOLDERS AND BENEFICIAL OWNERS OF THE RESTRICTED ADSs BY ACCEPTING AND HOLDING THE RESTRICTED ADSs, AND ANY INTEREST THEREIN, SHALL BE BOUND BY THE TERMS OF THE DEPOSIT AGREEMENT AND THE SUPPLEMENTAL LETTER AGREEMENT. AT THE TIME OF ISSUANCE, THE RESTRICTED ADSs HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT IN A TRANSACTION REGISTERED OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (B) AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION REQUIREMENTS. UNLESS A REGISTRATION STATEMENT IS EFFECTIVE WITH RESPECT TO THESE SECURITIES, AS A CONDITION TO PERMITTING ANY TRANSFER OF THESE SECURITIES, EACH OF THE DEPOSITARY AND THE COMPANY MAY REQUIRE THAT IT

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BE FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE DEPOSITARY AND THE COMPANY TO THE EFFECT THAT NO REGISTRATION OR QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER.

PRIOR TO THE TRANSFER OF THE RESTRICTED ADSs, A HOLDER OF RESTRICTED ADSs WILL BE REQUIRED TO PROVIDE TO THE DEPOSITARY AND TO THE COMPANY A CERTIFICATION IN THE FORM ATTACHED TO THE SUPPLEMENTAL LETTER AGREEMENT. PRIOR TO THE WITHDRAWAL OF THE RESTRICTED SHARES, A HOLDER OF RESTRICTED ADSs WILL BE REQUIRED TO PROVIDE TO THE DEPOSITARY AND TO THE COMPANY A WITHDRAWAL CERTIFICATION IN THE FORM ATTACHED TO THIS LETTER. THE TRANSFER AND OTHER RESTRICTIONS SET FORTH HEREIN AND IN THE SUPPLEMENTAL LETTER AGREEMENT SHALL REMAIN APPLICABLE WITH RESPECT TO THE RESTRICTED ADSs AND THE RESTRICTED SHARES UNTIL SUCH TIME AS THE PROCEDURES SET FORTH IN THE SUPPLEMENTAL LETTER AGREEMENT FOR REMOVAL OF RESTRICTIONS ARE SATISFIED. NEITHER THE COMPANY NOR THE DEPOSITARY MAKES ANY REPRESENTATION AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALE OF THE RESTRICTED SHARES OR THE RESTRICTED ADSs. A COPY OF THE DEPOSIT AGREEMENT AND OF THE SUPPLEMENTAL LETTER AGREEMENT MAY BE OBTAINED FROM THE DEPOSITARY OR THE COMPANY UPON REQUEST.

(b) A Purchaser may request, and the Company agrees to authorize, that its Securities be withdrawn from the depositary’s direct registration system at any time and reissued in certificated form to the Purchaser or any transferee from the Purchaser pursuant to a transfer complying with this Section 3.7, provided that all such certificates shall bear the legend provided in Section 3.7(a)(iv) unless (i) the sale of the Securities was made pursuant to an effective Registration Statement or (ii) such Securities in the hands of the transferee are eligible for sale under Rule 144 under the Securities Act without restriction as to current public information, volume or the manner of sale.

Notwithstanding the provisions of subsections (a) and (b) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Purchaser (i) that is a partnership to an affiliate, a partner or limited partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner, limited partner or retired partner or the transfer by gift, will or intestate succession of any partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse; (ii) that is a corporation to its stockholders in accordance with their interest in the corporation; (iii) that is a limited liability company to its members or former members in accordance with their interest in the limited liability company; or (iv) to the Purchaser’s family member or trust for the benefit of the individual Purchaser, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Purchaser hereunder.

SECTION 3.8. Authorization; Enforcement . The Purchaser has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby. The Purchaser has taken all necessary action to authorize the execution, delivery

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and performance of this Agreement. Upon the execution and delivery of this Agreement, this Agreement shall constitute a valid and binding obligation of the Purchaser enforceable 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 and except as rights to indemnity and contribution may be limited by applicable securities laws or public policy underlying such laws.

SECTION 3.9. Residency . The Purchaser is organized under the laws and the jurisdiction set forth immediately below such Purchaser’s name on the signature pages hereto.

SECTION 3.10. No Short Sales . During the period commencing at the time the Purchaser was first contacted with reference to the transactions contemplated hereunder, neither the Purchaser nor, to the Purchaser’s knowledge, any Affiliate of the Purchaser, foreign or domestic, has, directly or indirectly, effected or agreed to effect any “short sale” (as defined in Rule 200 under Regulation SHO), whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Ordinary Shares, borrowed or pre-borrowed any Ordinary Shares, or granted any other right (including, without limitation, any put or call option) with respect to the Ordinary Shares or with respect to any security that includes, relates to or derived any significant part of its value from the Ordinary Shares or otherwise sought to hedge its position in the Securities (each, a “ Prohibited Transaction ”). Prior to the earliest to occur of (i) the termination of this Agreement, (ii) the date that the First Registration Statement becomes effective or (iii) the First Required Effectiveness Date, such Purchaser shall not engage, directly or indirectly, in a Prohibited Transaction. Additionally, in the event that the Second Closing occurs, beginning on the date the Purchasers receive Notice from the Company and prior to the earliest to occur of (i) the date that the Second Registration Statement becomes effective or (ii) the Second Required Effectiveness Date, such Purchasers shall not engage, directly or indirectly, in a Prohibited Transaction. Each Purchaser acknowledges that the representations, warranties and covenants contained in this Section 3.10 are being made for the benefit of the Purchasers as well as the Company and that each Purchaser shall have an independent right to assert any claims against any other Purchaser arising out of any breach or violation of the provisions of this Section 3.10.

SECTION 3.11. Acknowledgments Regarding Placement Agent; Solicitation . The Purchaser acknowledges that the Placement Agent is acting as the lead North American placement agent on a “best efforts” basis for the Securities being purchased hereunder and will be compensated by the Company for acting in such capacity. The Purchaser represents that (i) the Purchaser was contacted regarding the sale of the Securities by the Placement Agent (or an authorized agent or representative thereof), with whom the Purchaser entered into a confidentiality agreement and (ii) the Purchaser did not become aware that the Securities were being offered for sale by means of any form of general solicitation or general advertising.

ARTICLE 4

COVENANTS

SECTION 4.1. Conduct of Business . During the period from the date of this Agreement until the First Closing, except as expressly set forth in this Agreement, the Company agrees that, without the prior written consent of a Majority of the Preference Share Purchasers (the parties hereto agree that, for purposes of this Section 4.1 and Section 4.2, references to the Company shall include each Subsidiary of the Company, such that each Subsidiary of the Company shall be

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subject to, and bound by, the obligations and requirements contained in this Section 4.1 and Section 4.2, and the Company agrees to take such action as may be required to cause each such Subsidiary to comply with and be bound by this Section 4.1 and Section 4.2):

(a) The Company’s business shall be conducted only in the ordinary course, in a manner consistent with past practice, and in compliance in all material respects with all applicable law;

(b) The Company shall not (i) make or assist in making any change in, or amendment to, the governance or organizational documents of the Company or any material contract of the Company listed in Schedule 4.1(b) of the Disclosure Schedules (the “ Material Contracts ”); (ii) breach any Material Contract; or (iii) enter into any contract that requires the Company to pay, or entitles the Company to receive, in excess of $100,000 in any twelve month period;

(c) The Company shall not (i) create, incur, assume, or guarantee any liability or Indebtedness, except trade payables incurred in the ordinary course of business, consistent with past practice; or (ii) loan or advance any funds;

(d) Other than in the ordinary course of business, consistent with past practice, the Company shall not (i) acquire any property or asset; (ii) make any capital expenditure; (iii) sell, transfer, lease, assign, or dispose of, or agree to sell, transfer, lease, assign, or dispose of, any property or asset; or (iv) enter into any transaction or transactions;

(e) The Company shall not make any distribution or pay any dividend in respect of its capital stock;

(f) The Company shall not subject to any Lien, or permit any Lien to exist on, the leased real property or any other property or asset of the Company (other than Liens in existence as of the date hereof);

(g) The Company shall not issue any (i) securities; (ii) options, warrants, puts, calls, commitments, agreements, contracts, preemptive, rights of first refusal, or other rights to purchase, issue, or otherwise acquire any securities of the Company; or (iii) obligations or securities convertible into or exchangeable for securities of the Company;

(h) The Company shall maintain each of its insurance policies in existence as of the date hereof;

(i) The Company shall not (i) enter into any employment or consulting agreement or arrangement; (ii) amend or modify any existing employment or consulting agreement or arrangement, or adopt, amend, modify, or terminate any employee benefit plan (except as provided in Section 5.2(o)); (iii) other than in the ordinary course of practice, consistent with past practice, terminate or modify the terms of employment of, any of the Company’s employees; or (iv) make any change in the rate of compensation, commission, bonus, benefits, or other direct or indirect remuneration payable to or in respect of any of the Company’s employees or consultants;

(j) The Company shall not (i) release any claims, or waive any rights; or (ii) settle or compromise any litigation, action, proceeding, or claim involving any liability for

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money damages or any restrictions upon any of its operations or that may be precedential with respect to other litigations, actions, proceedings, or claims that may involve such damages or restrictions;

(k) The Company shall not change accounting principles, policies, practices, or related methodologies, or change any of its methods of reporting income and deductions for income tax purposes, except as required by changes in applicable law;

(l) The Company shall not close any offices at which the Company’s business is conducted or open any new offices; and

(m) The Company shall not make or change any tax election, change an annual accounting period, adopt or change any accounting method with respect to taxes, file any amended tax return, enter into any closing agreement, settle or compromise any proceeding with respect to any tax claim or assessment relating to the Company, surrender any right to claim a refund of taxes, consent to any extension or waiver of the limitation period applicable to any tax claim or assessment relating to the Company, or take any other similar action relating to the filing of any tax return or the payment of any tax.

SECTION 4.2. Preservation of Business and Assets . During the period from the date of this Agreement until the First Closing, the Company (a) shall use its commercially reasonable efforts to preserve the current business and goodwill of the Company, and (b) shall not change the fundamental nature or characteristics of its business from the business conducted as of the date hereof.

SECTION 4.3. Notification . During the period from the date of this Agreement until the First Closing, the Company shall promptly notify each Purchaser in writing of any fact, condition, event, or occurrence that (a) causes or constitutes a breach of any of the Company’s representations or warranties made as of the date of this Agreement or that would cause or constitute such a breach had such representation or warranty been made as of the time of occurrence or discovery of such fact, condition, event, or occurrence; (b) causes or constitutes a breach of any covenant of the Company under this Agreement or that may make satisfaction of any of the conditions in Section 5.2 impossible or unlikely; or (c) has or could reasonably be expected to have a Material Adverse Effect. No such notification shall be deemed to modify the representations, warranties, or covenants of the Company contained in this Agreement for any purpose.

SECTION 4.4. Access and Information . During the period from the date of this Agreement until the First Closing, the Company shall give each Purchaser and its Affiliates and their respective accountants, counsel, and other representatives reasonable access during normal business hours to the Company’s offices, properties, books, contracts, commitments, reports, records, and personnel, and give them, or give them access to, the documents, financial data, records, and information with respect to the Company and its business as any Purchaser from time to time reasonably requests.

SECTION 4.5. Further Actions . Each party hereto shall, as promptly as practicable, use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, or advisable to fulfill its obligations under this Agreement and to consummate and make effective the transactions contemplated hereby.

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SECTION 4.6. Reporting Status . The ADSs and the Ordinary Shares are registered under Section 12 of the Exchange Act. During the Registration Period, the Company agrees to use commercially reasonable efforts to timely file all documents with the SEC, and the Company will not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.

SECTION 4.7. Financial Information . The financial statements of the Company to be included in any documents to be filed with the SEC will be prepared in accordance with accounting standards permitted by the Exchange Act (including on the date hereof, International Financial Reporting Standards as adopted by the European Union), consistently applied (except as may be otherwise indicated in such financial statements or the notes thereto) and will fairly present in all material respects the consolidated financial position of the Company and consolidated results of its operations and cash flows as of, and for the periods covered by, such financial statements (subject, in the case of unaudited statements, to normal year-end audit adjustments).

SECTION 4.8. Securities Laws Disclosure; Publicity . On May 14, 2008, the Company shall issue a press release (subject to prior review and approval, not to be unreasonably withheld, by the Purchasers) announcing the signing of this Agreement and describing the terms of the transactions contemplated by this Agreement. On or before May 16, 2008, the Company shall submit a Current Report on Form 6-K (subject to prior review and approval, not to be unreasonably withheld, by the Purchasers) to the SEC describing the terms of the transactions contemplated by this Agreement and including as an exhibit to such Current Report on Form 6-K, this Agreement in the form required by the Exchange Act. The Company shall not otherwise publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the SEC (other than the Registration Statement and any exhibits to filings made in respect of this transaction in accordance with periodic filing requirements under the Exchange Act) or any regulatory agency, without the prior written consent of such Purchaser, except to the extent such disclosure is required by law or regulations.

SECTION 4.9. Sales by the Purchasers . Each Purchaser agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with the sales of Registrable Securities pursuant to a Registration Statement or otherwise comply with the requirements for an exemption from registration under the Securities Act and the rules and regulations promulgated thereunder. No Purchaser will make any sale, transfer, pledge or other disposition of the Securities in violation of U.S. federal or state or foreign securities laws or the terms of this Agreement. Without limiting the foregoing, the Purchasers acknowledge that, as a result of their representation on the Company’s Board of Directors or otherwise, they may from time to time come into possession of confidential information regarding the Company that may constitute “material non-public information” under the U.S. securities laws and agree not to trade in any securities of the Company while in possession of such information in a manner that would violate the U.S. securities laws or be inconsistent with the Company’s share dealing code.

SECTION 4.10. Reservation of Ordinary Shares . As of the date hereof, the Company has sufficient authorized and unissued share capital, and the Company shall continue to have sufficient authorized and unissued share capital for the purpose of enabling the Company to issue Securities pursuant to this Agreement, and including, if applicable, in connection with the Second Closing.

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SECTION 4.11. Preemptive Rights .

(a) Each Purchaser shall have a right of first refusal to purchase up to such Purchaser’s pro rata share (as defined below) of any offering by the Company of Ordinary Shares or any other class or series of its capital stock, or any other securities convertible into or exchangeable for Ordinary Shares or any other class or series of capital stock (including convertible stock, redeemable stock and debt with warrants, but excluding any Exempt Securities, any issuances pursuant to the Company’s equity credit agreement with Brittany Capital Management Ltd. dated as of June 1, 2007 provided such issuance shall have been approved by the Supermajority Directors, and any issuances pursuant to the Additional Financing in accordance with Section 4.14 below), in each case on the same terms as the other investors participating in such offering. Each Purchaser’s pro rata share shall be equal to the percentage of the Company’s outstanding Ordinary Shares that are owned by such Purchaser at the time of each such offering.

(b) The Company shall provide written notice to each Purchaser that the Company is considering any proposed future financing subject to this Section 4.11(b), providing a general outline of the proposed structure and anticipated terms thereof, not less than 15 days prior to completion thereof (the “ Completion Date ”). The Company shall also provide written notice to each such Purchaser describing in reasonable detail the terms of any such proposed future financing (the “ Detailed Notice ”) within a reasonable period of time (but not less than ten (10) days prior to the Completion Date). Unless a Purchaser provides the Company notice in writing within five (5) days of its receipt of the Detailed Notice that it wishes to participate in such financing, such Purchaser’s right with respect to such proposed future financing shall be deemed waived. Anything herein to the contrary notwithstanding, if required to accumulate from its investors the funds necessary to participate in any such financing, each Purchaser who has delivered timely notice of its intent to participate in such financing shall have up to fifteen (15) Business Days from the date it sent such notice of its intent to participate to fund its purchase even if any such period extends beyond the Completion Date.

(c) The rights and obligations established pursuant to this Section 4.11 shall terminate if (i) a Special Rights Termination Event shall have occurred or (ii) the Purchasers cease to own in the aggregate at least 33% of the number of Securities purchased by them in the First Closing and Second Closing.

SECTION 4.12. Private Foreign Investment Company; Controlled Foreign Corporation .

(a) Upon request, the Company will provide each Purchaser all information needed to make a “Qualified Electing Fund” election pursuant to Section 1295 of the U.S. Internal Revenue Code of 1986, as amended (or any successor thereto) (the “ Code ”) and will provide each Purchaser a completed “PFIC Annual Information Statement” as required by Treasury Regulation Section 1.1295-1(g)(1) within sixty (60) days after the end of the Company’s taxable year.

(b) The Company shall make due inquiry with its tax advisors on at least an annual basis regarding the Company’s status as a “Controlled Foreign Corporation” as defined in the Code (“ CFC ”) and regarding whether any portion of the Company’s income is “Subpart F Income” (as defined in Section 952 of the Code) (“ Subpart F Income ”). Each Purchaser shall reasonably cooperate with the Company to provide information about such Purchaser and such

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Purchaser’s Partners (as defined below) in order to enable the Company’s tax advisor’s to determine the status of such Purchaser and/or any of such Purchaser’s Partners as a “United States Shareholder” within the meaning of Section 951(b) of the Code. No later than sixty (60) days following the end of each Company taxable year, the Company shall provide the following information to the Purchasers: (i) the Company’s capitalization table as of the end of the last day of such taxable year and (ii) a report regarding the Company’s status as a CFC. In addition, the Company shall provide the Purchasers with access to such other Company information as may be necessary for the Purchasers to determine the Company’s status as a CFC and to determine whether Purchaser or any of Purchaser’s Partners is required to report its pro rata portion of the Company’s Subpart F Income on its United States federal income tax return, or to allow such Purchaser or such Purchaser’s Partners to otherwise comply with applicable United States federal income tax laws.

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For purposes of this provision, (A) the term “ Purchaser’s Partners ” means each of the Purchaser’s partners and any direct or indirect equity owners of such partners and (B) the “ Company ” means the Company and any of its Subsidiaries.

SECTION 4.13. Additional Covenants .

(a) Other than pursuant to an Additional Financing in accordance with Section 4.14 below, the Company shall not issue any Ordinary Shares or other securities in connection with the raising of additional financing or capital until all of the Securities issued in the First Closing have been registered for resale as provided in Article 6.

(b) ********** Approximately 11 lines omitted **********

(d) In advance of the Company’s next Annual General Meeting, the Board will propose such amendments to its Memorandum and Articles of Association as are necessary to (i) ensure to the maximum extent permitted by English law that the Preference Shares held by the Purchasers will entitle them to vote as a separate class without the vote of the holders of Ordinary Shares in all general, extraordinary, annual, or special meetings of the shareholders of the Company, and whether or not adjourned or postponed, for the election of the four (4) or five (5) (as the case may be) Directors as they will be entitled to elect pursuant to the provisions of the Preference Shares attached as Exhibit D hereto, and (ii) generally to bring the Memorandum and Articles of Association current with the 2006 amendments to the Companies Act.

(e) At the first meeting of the Board of Directors following the First Closing, the committees of the Board will be re-constituted to consist of four (4) members each, with the members of each committee being appointed as provided in the provisions of the Preference Shares.

SECTION 4.14. Additional Financing . The Company shall have the right, but not the obligation, to issue and sell Ordinary Shares to certain of its directors (the “ Additional Financing Purchasers ”) in an additional financing (the “ Additional Financing ”); provided that all documentation for the Additional Financing (the “ Additional Financing Documentation ”) shall be in substantially the form most recently provided to the Purchasers prior to their execution of this Agreement; and provided , further , that:

(a) the aggregate amount raised in the Additional Financing shall not exceed $4,000,000;

(b) the Additional Financing shall be at the same price and on the same economic terms as those contemplated hereby;

(c) the Additional Financing shall be funded in two (2) tranches, (A) the first of which shall equal 50% of the total Additional Financing and (B) the second of which shall

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS (*) DENOTE SUCH OMISSIONS .

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equal 50% of the total Additional Financing (the “ Additional Financing Second Closing Amount ”); and

(d) the proceeds received by the Company in the Additional Financing shall be applied in accordance with Section 4.13(b) above.

If any Additional Financing Purchaser funds less than such Additional Financing Purchaser’s full pro rata share of the Additional Financing Second Closing Amount (such unfunded amount shall be referred to herein as an “ Additional Financing Shortfall Amount ”), then upon consummation of the Second Closing the Additional Financing Purchasers that fund their full pro rata shares of the Additional Financing Second Closing Amount at the Second Closing shall have the right, but not the obligation, to fund any Additional Financing Shortfall Amount (in such proportions as such participating Additional Financing Purchasers shall determine in their sole discretion).

ARTICLE 5

CONDITIONS TO CLOSING

SECTION 5.1. Conditions to the Company’s Obligations at the First Closing . The Company’s obligation to complete the purchase and sale of the First Closing Securities in respect of each Purchaser in connection with the First Closing is subject to the fulfillment or waiver as of the First Closing Date of the following conditions in respect of such Purchaser:

(a) Receipt of Funds . The Company shall have received immediately available funds, in US dollars, in the full amount of the First Closing Purchase Price as set forth opposite such Purchaser’s name on Exhibit A hereto.

(b) Representations and Warranties . The representations and warranties made by such Purchaser in Article 3 shall be true and correct in all material respects as of the date such representation and warranty was made and as of the First Closing Date.

(c) Covenants . All covenants, agreements and conditions contained in this Agreement to be performed by such Purchaser on or prior to the First Closing Date shall have been performed or complied with in all material respects.

(d) Absence of Litigation . No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the First Closing, shall have been instituted, threatened or be pending before any court, arbitrator, official or Governmental Authority.

(e) No Governmental Prohibition . The sale of the First Closing Securities by the Company to such Purchaser shall not be prohibited by any law or governmental order or regulation.

(f) Full Funding . Each of the other Purchasers shall have paid in full the aggregate First Closing Purchase Price as set forth opposite each such Purchaser’s name on Exhibit A .

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SECTION 5.2. Conditions to Each Purchaser’s Obligations at the First Closing . Each Purchaser’s obligation to complete the purchase and sale of the First Closing Securities is subject to the fulfillment or waiver as of the First Closing Date of the following conditions:

(a) Representations and Warranties . The representations and warranties made by the Company in Article 2, if made without reference to materiality or a Material Adverse Effect shall be true and correct in all material respects and if made subject to materiality or with reference to a Material Adverse Effect shall be true and correct as written, in each case as of the date such representation and warranty was made and as of the First Closing Date.

(b) Covenants . All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the First Closing Date shall have been performed or complied with in all material respects.

(c) Material Adverse Effect . There shall have been no Material Adverse Effect with respect to the Company since September 30, 2007.

(d) Other Documentation . The Company shall have delivered such other certificates, instruments, opinions and other documents as the Purchasers may reasonably request, and the Purchasers shall have received such documents and certificates of officers of the Company to verify the satisfaction of the conditions set forth in Sections 5.2(a) and (b), and the form and substance of all certificates, instruments, opinions and other documents delivered to the Purchasers under this Agreement shall be satisfactory in all reasonable respects to the Purchasers

(e) Legal Opinions .

(i) The Company shall have delivered to the Purchasers an opinion, dated as of the First Closing Date, from each of (x) KL Gates LLP, UK counsel to the Company, in form and substance reasonably acceptable to the Purchasers, and (y) Cahill Gordon & Reindel llp , US counsel to the Company, in substantially the form attached hereto as Exhibit C ; and

(ii) Each Purchaser whose fund documents so require shall have received an opinion, dated as of the First Closing Date, from counsel in the Republic of Ireland and the United Kingdom regarding the continued limited liability of such Purchaser’s limited partners and the tax effects on such limited partners of the transactions contemplated by this Agreement, in each case reasonably acceptable to such Purchaser.

(f) Depositary Account Statements . The Company shall have delivered to its ADS depositary, with a copy to each Purchaser, irrevocable instructions to issue to such Purchaser, on an expedited basis, one or more account statements in the name of such Purchaser reflecting the number of First Closing Ordinary Shares set forth opposite such Purchaser’s name on Exhibit A hereto.

(g) Absence of Litigation . No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the

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First Closing, shall have been instituted, threatened or be pending before any court, arbitrator, official or Governmental Authority.

(h) Full Funding . Each of the other Purchasers shall have paid in full the Aggregate First Closing Purchase Price as set forth opposite each such Purchaser’s name on Exhibit A .

(i) No Governmental Prohibition . The sale of the First Closing Securities by the Company to such Purchaser shall not be prohibited by any law or governmental order or regulation.

(j) Governmental Approvals . All actions and approvals, consents, or waivers by or in respect of, or filings with, any Governmental Authority required to be taken, obtained, or made in connection with, or to permit, the consummation of the transactions contemplated by this Agreement shall have been taken, obtained, or made, including, without limitation, all such actions, approvals, consents, waivers, or filings that may be required by the anti-competition laws of the European Union.

(k) Preference Shares . The Company shall have delivered to each Purchaser, one or more certificates in the name of the Purchaser evidencing the number of Preference Shares set forth opposite such Purchaser’s name on Exhibit A .

(l) Board Resolutions . The Company shall have delivered to the Purchasers a certified copy of the resolutions of its Board of Directors (i) approving the creation of the Preference Shares, including the rights, preferences and designations thereto, this Agreement and the transactions contemplated hereby, and (ii) establishing that the quorum necessary for the transaction of the business of the Company’s Board of Directors shall be six (6) directors, comprising three (3) Directors who shall have been elected or appointed to the Board pursuant to the provisions of the Preference Shares and any three (3) directors other than directors who have been elected or appointed to the Board of Directors pursuant to the provisions of the Preference Shares, in each case, in form and substance reasonably acceptable to the Purchasers.

(m) Board of Directors .

(i) The Company’s Board of Directors shall consist of not more than eight directors, four (4) of whom shall be the following designees of the Purchasers: James I. Healy, Carl L. Gordon, Srinivas Akkaraju, and Eric Aguiar.

(ii) The Company shall have delivered to the Purchasers copies of the resignations of the directors that were required to be received to produce the result set forth in Section 5.2(m)(i) abo ve.

(iii) Lars Ekman shall have been appointed as an observer to the Board of Directors and as a member of the Company’s Scientific Advisory Board.

(iv) The Company and the Purchasers shall have entered into a letter agreement, in form and substance reasonably acceptable to the Company and a Majority of the Preference Share Purchasers, with respect to the operations and structure of the Board of Directors.

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(n) Additional Financing Documentation . In accordance with Section 4.14 hereof, the Company shall have delivered to the Purchasers fully executed copies of the Additional Financing Documentation.

(o) Amendments to Employment Agreements .

(i) The employment agreement of Alan Cooke shall have been amended (in form and substance reasonably acceptable to the Purchaser) so as to delete from such employment agreement the Company’s obligation to appoint Alan Cooke to the Company’s Board of Directors.

(ii) ********** Approximately 5 lines omitted ********** *

(p) Voting Agreement . Tom Lynch (and/or Amarin Investment Holding Limited, as applicable), IIU Nominees Ltd., Michael Walsh, Simon Kukes and Sunninghill Limited (each, a “ Shareholder ”) will have entered into voting agreements reasonably satisfactory to the Purchasers whereby each Shareholder severally and not jointly, and solely with respect to the ADSs and Ordinary Shares held of record by such Shareholder, will agree that (i) at any meeting (whether general, extraordinary, annual or special and whether or not an adjourned or postponed meeting) of the holders of Ordinary Shares, however called, or in connection with any written consent of the holders of Ordinary Shares, such Shareholder shall vote (or cause to be voted) all of the ADSs and Ordinary Shares held of record by such Shareholder in favor of (A) amendments to the Memorandum and Articles of Association as are necessary to ensure to the maximum extent permitted by English law that the Preference Shares held by the Purchasers will entitle them to vote as a separate class without the vote of the holders of Ordinary Shares for the election of the four (4) or five (5) (as the case may be) Directors as they will be entitled to elect pursuant to the provisions of the Preference Shares attached as Exhibit D to this Agreement, (B) the Second Closing, ratifying the execution, delivery and performance of this Agreement and the approval and adoption of the terms hereof and each of the other actions contemplated herein and (C) such amendments to the Memorandum and Articles of Association as are determined by the Board to be necessary generally to bring the Memorandum and Articles of Association current with the 2006 amendments to the Companies Act and (ii) such Shareholder shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or violative of such voting agreements.

SECTION 5.3. Conditions to the Company’s Obligations at the Second Closing . The Company’s obligation to complete the purchase and sale of the Second Closing Securities in respect of each Purchaser contemplated by the Second Closing is subject to the fulfillment or waiver as of the Second Closing Date of the following conditions in respect of such Purchaser:

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION.

ASTERISKS (*) DENOTE SUCH OMISSIONS.

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(a) Receipt of Funds . The Company shall have received immediately available funds, in US dollars, in an amount equal to at least 75% of the Second Closing Amount.

(b) Representations and Warranties . The representations and warranties made by such Purchaser in Article 3 (other than the representations and warranties made in Sections 3.4, 3.9 and 3.11), shall be true and correct in all material respects as of the date such representation and warranty was made and as of the Second Closing Date.

(c) Covenants . All covenants, agreements and conditions contained in this Agreement to be performed by such Purchaser on or prior to the Second Closing Date shall have been performed or complied with in all material respects.

(d) Absence of Litigation . No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Second Closing, shall have been instituted, threatened or be pending before any court, arbitrator, official or Governmental Authority.

(e) No Governmental Prohibition . The sale of the Second Closing Securities by the Company shall not be prohibited by any law or governmental order or regulation.

SECTION 5.4. Conditions to Each Purchaser’s Obligations at the Second Closing . Each Purchaser’s obligation to complete the purchase and sale of the Second Closing Securities contemplated by the Second Closing is subject to the fulfillment or waiver as of the Second Closing Date of the following conditions:

(a) Representations and Warranties . The representations and warranties made by the Company in Article 2 (other than the representations and warranties made in Sections 2.7, 2.15, 2.25 and 2.26), if made not subject to materiality or without reference to a Material Adverse Effect shall be true and correct in all material respects and if made subject to materiality or with references to a Material Adverse Effect shall be true and correct as written, in each case as of the date such representation and warranty was made, as of the First Closing Date and as of the Second Closing Date; provided that any reference in Article 2 to the Draft Annual Report shall be deemed to refer to the SEC Documents; and provided further that the representation in Section 2.4 may be updated to reflect the First Closing, the issuance of Exempt Securities (if any), and any issuance of securities pursuant to the Additional Financing, without such changes constituting non-fulfillment of this condition.

(b) Covenants . All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Second Closing Date shall have been performed or complied with in all material respects.

(i) The Company shall have delivered to the Purchasers an opinion, dated as of the Second Closing Date, from each of (x) KL Gates LLP, UK counsel to the Company, in substantially the form delivered at the First Closing but relating only to the Second Closing Securities and (y) Cahill Gordon & Reindel llp , US counsel to

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the Company, in substantially the form attached hereto as Exhibit C , but relating only to the Second Closing Securities; and

(d) Depositary Account Statements . The Company shall have delivered to its ADS depositary, with a copy to the Purchaser, irrevocable instructions to issue to such Purchaser, on an expedited basis, one or more account statements in the name of such Purchaser reflecting the number of Second Closing Securities to be purchased by such Purchaser as determined in accordance with Section 1.1(b).

(e) Absence of Litigation . No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Second Closing, shall have been instituted, threatened or be pending before any court, arbitrator, official or Governmental Authority.

(f) No Governmental Prohibition . The sale of the Second Closing Securities by the Company to such Purchaser shall not be prohibited by any law or governmental order or regulation.

(g) Receipt of Funds . Other Purchasers shall have paid, in the aggregate, not less than that portion of the aggregate Second Closing Purchase Price which, when added to the Second Closing Purchase Price to be paid by such Purchaser, equals at least 75% of the Second Closing Amount.

(h) Governmental Approvals . All actions and approvals, consents, or waivers by or in respect of, or filings with, any Governmental Authority required to be taken, obtained, or made in connection with, or to permit, the consummation of the transactions contemplated by this Agreement shall have been taken, obtained, or made, including, without limitation, all such actions, approvals, consents, waivers, or filings that may be required by the anti-competition laws of the European Union.

(i) Other Documentation . The Company shall have delivered such other certificates, instruments, opinions and other documents as the Purchasers may reasonably request, and the Purchasers shall have received such documents and certificates of officers of the Company to verify the satisfaction of the conditions set forth in Sections 5.4(a) and (b), and the form and substance of all certificates, instruments, opinions and other documents delivered to the Purchasers under this Agreement shall be satisfactory in all reasonable respects to the Purchasers.

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ARTICLE 6

REGISTRATION RIGHTS

SECTION 6.1. Registration Statements .

(a) As soon as reasonably practicable, but in no event later than sixty (60) days after the First Closing Date (the “ First Filing Date ”), the Company shall prepare and file a registration statement (the “ First Registration Statement ”) covering the resale on a continuous or delayed basis by the Holders of all of the Registrable Securities issued in connection with the First Closing with the SEC pursuant to Rule 415 and shall use its commercially reasonable efforts to cause the First Registration Statement to become effective under the Securities Act not later than the later of (i) ninety (90) days after the initial filing of such First Registration Statement or (ii) one hundred fifty (150) days after the Closing Date or, in the event of a “review” by the SEC, not later than the later of (i) one hundred twenty (120) days after the initial filing of such First Registration Statement or (ii) one hundred eighty (180) days after the First Closing Date (the “ First Required Effectiveness Date ”).

(b) If the Second Closing occurs, then as soon as reasonably practicable, but in no event later than sixty (60) days after the Second Closing Date (the “ Second Filing Date ”), the Company shall prepare and file a registration statement (the “ Second Registration Statement ” and, together with the First Registration Statement, the “ Registration Statements ”) covering the resale on a continuous or delayed basis by the Holders of all of the Registrable Securities issued in connection with the Second Closing with the SEC pursuant to Rule 415 and shall use its commercially reasonable efforts to cause the Second Registration Statement to become effective under the Securities Act not later than the later of (i) ninety (90) days after the initial filing of such Second Registration Statement or (ii) one hundred fifty (150) days after the Closing Date or, in the event of a “review” by the SEC, not later than the later of (i) one hundred twenty (120) days after the initial filing of such Second Registration Statement or (ii) one hundred eighty (180) days after the Second Closing Date (the “ Second Required Effectiveness Date ”).

(c) The Company’s shareholders (other than the Holders and the Additional Financing Purchasers) shall not have the right to include any of the Company’s securities in the Registration Statements.

(d) The Company agrees that it shall cause each Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act, and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading, and the Company agrees to furnish to the Holders copies of any supplement or amendment upon the request of such Holder prior to its being used or promptly following its filing with the SEC; provided, however , that the Company shall have no obligation to deliver to the Holders copies of any amendment consisting exclusively of an Exchange Act report or other Exchange Act filing otherwise publicly available on the Company’s website.

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SECTION 6.2. Registration Expenses . All Registration Expenses shall be borne by the Company. All Selling Expenses relating to the sale of securities registered by or on behalf of Holders shall be borne by such Holders pro rata on the basis of the number of securities so registered.

SECTION 6.3. Registration Default . The Company further agrees that, in the event that (a) the First or Second Registration Statements (i) have not been filed with the SEC within 60 days after the First or Second Closing Date, respectively, (ii) have not been declared effective by the SEC by the First or Second Required Effectiveness Dates, respectively, or (iii) after either of the First or Second Registration Statements are declared effective by the SEC, either or both are suspended by the Company or cease to remain continuously effective at all times during the Registration Period as to all applicable Registrable Securities for which such Registration Statement is required to be effective, other than, in each case, within the time period(s) permitted by Section 6.7(b), or (b) the Company has failed to perform its obligations set forth in Section 6.4 within the time periods required therein (each such event referred to in clauses (a)(i), (ii) and (iii) and clause (b), a “ Registration Default ”), for all or part of one or more thirty-day periods (each a “ Penalty Period ”) during which the Registration Default remains uncured, the Company shall pay to each Purchaser 1% of such Purchaser’s aggregate purchase price of its Securities for each Penalty Period (or partial Penalty Period) during which the Registration Default remains uncured; provided , however , that if the primary cause of a Registration Default is a Purchaser’s failure to provide the Company with any information that is required to be provided in the applicable Registration Statement with respect to such Purchaser as set forth herein, then the commencement of the Penalty Period described above shall be extended until two Business Days following the date of receipt by the Company of such required information; and provided , further , that in no event shall the Company be required hereunder to pay to any Purchaser pursuant to this Agreement an aggregate amount that exceeds 10% of the aggregate First Closing Purchase Price and, if applicable, Second Closing Purchase Price paid by such Purchaser for such Purchaser’s Securities. The Company shall deliver said cash payment to the Purchaser by the fifth Business Day after the end of each such Penalty Period. If the Company fails to pay said cash payment to the Purchasers in full by the fifth Business Day after the end of such Penalty Period, the Company will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchasers, accruing daily from the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The cash payments provided by this Section 6.3 shall be in addition to, and not in lieu of, such other damages as each Purchaser may establish in connection with each Registration Default.

SECTION 6.4. Registration Procedures. At its expense the Company shall:

(a) (i) prepare and file with the SEC, in accordance with this Article 6, Registration Statements with respect to the registrations of the Registrable Securities on any forms which may be utilized by the Company and which shall permit the disposition of the Registrable Securities in accordance with the intended method or methods thereof, as specified in writing by the Holders, and, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of the Registration Statements as provided in Section 6.7(b), use its commercially reasonable efforts to keep such Registration Statements continuously effective with respect to a Holder and to keep such Registration Statements free of any material misstatements or omissions, until the earlier of (A) the date all Registrable Securities have been sold pursuant to effective Registration Statements and (B) the date that all Registrable Securities can be sold by all Holders publicly under Rule 144 under the Securities Act without restriction as to current public information, volume, manner of sale, or

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otherwise. The period of time during which the Company is required hereunder to keep the Registration Statements effective, as provided in the immediately preceding sentence, is referred to herein as the “ Registration Period ”; and (ii) use its commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to the Registration Statements and file with the SEC any other required document as may be necessary to keep such Registration Statements continuously effective until the expiration of the Registration Period; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Registrable Securities covered by such Registration Statements during the Registration Period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statements as so amended or such prospectus as so supplemented;

(b) advise the Holders within five Business Days:

(i) when the Registration Statements or any amendment thereto have been filed with the SEC and when the Registration Statements or any post-effective amendments thereto has become effective;

(ii) of any request by the SEC for amendments or supplements to the Registration Statements or the prospectus included therein or for additional information;

(iii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statements or the initiation of any proceedings for such purpose;

(iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v) of the occurrence of any event that requires the making of any changes in the Registration Statements or the prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in the light of the circumstances under which they were made) not misleading;

(c) use its commercially reasonable efforts to prevent the issuance of and obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

(d) if a Holder so requests in writing, promptly furnish to each such Holder, without charge, at least one copy of such Registration Statement(s) and any post-effective amendment thereto, including financial statements and schedules and, if explicitly requested, all exhibits in the form filed with the SEC;

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(e) during the Registration Period, promptly deliver to each such Holder, without charge, as many copies of the prospectus included in such Registration Statements and any amendments or supplements thereto as such Holder may reasonably request in writing; and the Company consents to the use, consistent with the provisions hereof, of the prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Securities in connection with the offering and sale of the Registrable Securities covered by the prospectus or any amendment or supplement thereto;

(f) during the Registration Period, if a Holder so requests in writing, promptly deliver to each such Holder, without charge one copy of the following documents, other than those documents available via EDGAR: (i) its annual report to its shareholders, if any (which annual report shall contain financial statements audited in accordance with GAAP in the United States of America by a firm of certified public accountants of recognized standing), (ii) if not included in substance in its annual report to shareholders, its annual report on Form 20-F (or similar form), (iii) its definitive proxy statement with respect to its annual meeting of shareholders, (iv) each of its interim reports to its shareholders and, if not included in substance in its interim reports to shareholders, its interim report on Form 6-K (or similar form);

(g) prior to any public offering of Registrable Securities pursuant to either Registration Statement, promptly take such actions as may be necessary to register or qualify or obtain an exemption for the offer and sale under the securities or blue sky laws of such United States jurisdictions as any such Holders reasonably request in writing, provided that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction, and do any and all other acts or things reasonably necessary or advisable to enable the offer and sale in such jurisdictions of the Registrable Securities covered by such Registration Statement;

(h) upon the occurrence of any event contemplated by Section 6.4(b)(v) above, except for such times as the Company is permitted hereunder to suspend the use of the prospectus forming part of the Registration Statements, use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to the Registration Statements or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(i) otherwise use its commercially reasonable efforts to comply in all material respects with all applicable rules and regulations of the SEC which could affect the sale of the Registrable Securities;

(j) use its commercially reasonable efforts to cause all Registrable Securities to be listed on Nasdaq;

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(k) use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Registrable Securities contemplated hereby and to enable the Holders to sell Registrable Securities under Rule 144;

(l) provide to each Purchaser and its representatives, if requested, the opportunity to conduct a reasonable inquiry of the Company’s financial and other records during normal business hours and make available its officers, directors and employees for questions regarding information which such Purchaser may reasonably request in order to conduct any due diligence obligation on its part; and

(m) permit a single counsel for the Purchasers to review the Registration Statements and all amendments and supplements thereto, within two Business Days prior to the filing thereof with the SEC;

provided that, in the case of clauses (l) and (m) above, the Company shall not be required (A) to delay the filing of the Registration Statements or any amendment or supplement thereto as a result of any ongoing diligence inquiry by or on behalf of a Holder or to incorporate any comments to the Registration Statements or any amendment or supplement thereto by or on behalf of a Holder if such inquiry or comments would require a delay in the filing of such Registration Statements, amendments or supplements, as the case may be, or (B) to provide, and shall not provide, any Purchaser or its representatives with material, non-public information unless such Purchaser agrees to receive such information and enters into a written confidentiality agreement with the Company in a form reasonably acceptable to the Company.

SECTION 6.5. Limitations on Restraining Registration . Neither the Company nor any Holder shall have any right to take any action to restrain, enjoin or otherwise delay any registration pursuant to Section 6.1 hereof as a result of any controversy that may arise with respect to the interpretation or implementation of this Agreement.

SECTION 6.6. Indemnification .

(a) Indemnification by the Company . To the extent permitted by law, the Company shall indemnify each Holder, each of such Holder’s officers and directors, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act, with respect to any registration that has been effected pursuant to this Agreement, against all claims, losses, damages and liabilities (and all Proceedings in respect thereof), including any of the foregoing incurred in settlement of any Proceeding, commenced or threatened (subject to Section 6.6(c) below), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statements, prospectuses, any amendments or supplements thereof, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and will reimburse each Holder and each Person controlling such Holder for reasonable legal and other out-of-pocket expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or Proceeding, as such expenses are incurred; provided that the Company will not be liable in any such case to the extent that any untrue statement or omission or allegation thereof is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Holder for use in preparation of such Registration Statements, prospectuses, amendments or supplements; and

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provided, further, that the Company will not be liable in any such case where the claim, loss, damage or liability arises out of or is related to the failure of such Holder to comply with the covenants and agreements of such Holder contained in this Agreement respecting sales of Registrable Securities, and except that the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement or alleged untrue statement or omission or alleged omission made in the preliminary prospectuses but eliminated or remedied in the amended prospectuses on file with the SEC at the time the Registration Statements become effective or in the amended prospectuses filed with the SEC pursuant to Rule 424(b) or in the prospectuses subject to completion under Rule 434 of the Securities Act, which together meet the requirements of Section 10(a) of the Securities Act (the “ Final Prospectuses ”), such indemnity shall not inure to the benefit of any such Holder or any controlling Person of such Holder, if a copy of the Final Prospectuses furnished by the Company to the Holder for delivery was required to be but was not furnished to the Person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act and the Final Prospectuses would have cured the defect giving rise to such loss, liability, claim or damage.

(b) Indemnification by the Holder . To the extent permitted by law, each Holder will severally, and not jointly, indemnify the Company, each of its directors and officers, and each Person who controls the Company within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (and all Proceedings in respect thereof), including any of the foregoing incurred in settlement of any Proceeding, commenced or threatened (subject to Section 6.6(c) below), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statements, prospectuses, or any amendments or supplements thereof, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances in which they were made, and will reimburse the Company, such directors and officers, and each Person controlling the Company for reasonable legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or Proceeding, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement or omission or allegation thereof is made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Holder for use in preparation of the Registration Statements, prospectuses, amendments or supplements; provided that the indemnity shall not apply to the extent that such claim, loss, damage or liability results from the fact that a current copy of the prospectuses was not made available to the person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act and the Final Prospectuses would have cured the defect giving rise to such loss, claim, damage or liability. Notwithstanding the foregoing, a Holder’s aggregate liability pursuant to this subsection (b) and subsection (d) shall be limited to the net amount received by the Holder from the sale of the Registrable Securities.

(c) Conduct of Indemnification Proceedings . Each party entitled to indemnification under this Section 6.6 (for purposes of this Section 6.6, the “ Indemnified Party ”) shall give notice to the party required to provide indemnification (for purposes of this Section 6.6, the “ Indemnifying Party ”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any such claim or any Proceeding resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or Proceeding, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided

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herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless such failure is materially prejudicial to the Indemnifying Party in defending such claim or litigation. An Indemnifying Party shall not be liable for any settlement of an action or claim effected without its written consent (which consent will not be unreasonably withheld). No Indemnifying Party, in its defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party and Indemnifying Party of a release from all liability in respect to such claim or litigation or which admits liability or fault on the part of the Indemnified Party.

(d) Contribution . If the indemnification provided for in this Section 6.6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) Survival . The provisions of this Section 6.6 shall remain in full force and effect, and shall survive the sale by a Holder of Registrable Securities covered by the Registration Statements.

SECTION 6.7. Dispositions .

(a) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event requiring the preparation of a supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Holders, such prospectus shall not contain an 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, each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statements and prospectuses contemplated by Section 6.1 until its receipt of copies of the supplemented or amended prospectus from the Company and, if so directed by the Company, each Holder shall deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.

(b) Each Holder shall suspend, upon request of the Company, any disposition of Registrable Securities pursuant to the Registration Statements and prospectuses contemplated by Section 6.1 during no more than two periods of no more than 60 calendar days each during any 12-month period to the extent that the Company’s Board of Directors determines in good faith that the sale of Registrable Securities under the Registration Statements would be reasonably likely to cause a violation of the Securities Act or Exchange Act.

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(c) As a condition to the inclusion of its Registrable Securities in the Registration Statements, each Holder shall timely furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may reasonably request in writing, including completing a Registration Questionnaire in the form provided by the Company, or as shall be required in connection with any registration referred to in this Article 6.

(d) Each Holder hereby covenants with the Company not to make any sale of the Registrable Securities under the Registration Statements without effectively causing the prospectus delivery requirements under the Securities Act to be satisfied.

(e) Each Holder acknowledges and agrees that the Registrable Securities sold pursuant to the Registration Statements are not transferable on the books of the depositary in the form of ADSs except in accordance with the Depositary Letter. Each Holder further acknowledges and agrees that the only public market in the Registrable Securities in the U.S. is in the form of ADSs and that no Registrable Securities may be deposited into the Company’s ADS facility other than in compliance with the legend described in Section 3.8(a) hereof.

(f) Each Holder agrees not to take any action with respect to any distribution deemed to be made pursuant to such Registration Statements that would constitute a violation of Regulation M under the Exchange Act or any other applicable rule, regulation or law.

(g) Following termination of the Registration Period, the Holders shall discontinue sales of Ordinary Shares and/or ADSs pursuant to the Registration Statements upon receipt of notice from the Company of its intention to remove from registration the Ordinary Shares and/or ADSs covered by such Registration Statements that remain unsold, and such Holders shall notify the Company of the number of Ordinary Shares and/or ADSs registered that remain unsold promptly following receipt of such notice from the Company.

SECTION 6.8. Registration Exemptions . With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which at any time permit the sale of the Registrable Securities to the public without registration, so long as any Holder still owns Registrable Securities, the Company shall use its commercially reasonable efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) so long as a Holder owns any Registrable Securities, furnish to such Holder, upon any reasonable request, a written statement by the Company as to its compliance with clauses (a) and (b) of this Section 6.8, a copy of the most recent annual report of the Company, and such other reports and documents of the Company as such Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing a Holder to sell any such securities without registration.

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SECTION 6.9. Assignment . The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under Section 6.1 may be assigned by a Holder in connection with a transfer by such Holder of all or a portion of its Registrable Securities; provided , that (i) such transfer must be effected in accordance with applicable securities laws; (ii) such transferee must agree to comply with the terms and provisions of this Agreement, and (iii) such transfer must be otherwise in compliance with this Agreement. Except as specifically permitted by this Section 6.9, the rights of a Holder with respect to Registrable Securities as set out herein shall not be transferable to any other Person.

SECTION 6.10. Waiver/Amendment . The rights of any Holder under any provision of this Article 6 may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) or amended by an instrument in writing signed by such Holder.

SECTION 6.11. Piggy-Back Registrations . If at any time prior to the end of the Registration Period (including during periods when the Company is permitted to suspend the use of the prospectus forming part of the Registration Statements) there is not an effective Registration Statement covering all of the Registrable Securities, the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Holder written notice of such determination and if, within twenty days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered. Notwithstanding the foregoing, in the event that, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of Ordinary Shares which may be included in the registration statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion hereunder as the underwriter shall permit; provided , however , that (i) except in accordance with the underwriter cutbacks described in Schedule 2.18 of the Disclosure Schedules, the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities which are not Registrable Securities and (ii) after giving effect to the immediately preceding proviso, any such exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities and the holders of other securities having the contractual right to inclusion of their securities in such registration statement by reason of demand registration rights, in proportion to the number of Registrable Securities or other securities, as applicable, sought to be included by each such Holder or other holder. If an offering in connection with which a Holder is entitled to registration under this Section 6.11 is an underwritten offering, then each Holder whose Registrable Securities are included in such registration statement shall, unless otherwise agreed by the Company, offer and sell such Registrable Securities using the same underwriter or underwriters and, subject to the provisions of this Agreement, on the same terms and conditions as other securities of the Company included in such underwritten offering and shall enter into an underwriting agreement in a form and substance reasonably satisfactory to the Company and the underwriter or underwriters. Upon the effectiveness of the registration statement for which piggy-back registration has been provided in this Section 6.11,

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any payments that after such effectiveness date would otherwise become payable pursuant to Section 6.3 to a Purchaser whose Securities are included in such registration statement shall not become payable so long as such piggy-back registration statement remains effective.

ARTICLE 7

GENERAL INDEMNIFICATION

SECTION 7.1. Indemnification by the Company . The Company shall indemnify each Purchaser and each of such Purchaser’s officers, directors, partners and members against all claims, losses, damages and liabilities incurred as a result of or in settlement of any Proceeding, commenced or threatened (subject to Section 7.3 below), to the extent related to or arising out of any breach of any representation or warranty made by the Company in this Agreement or any failure to perform or breach by the Company of any covenant, obligation, or undertaking made by the Company in this Agreement, it being understood that such losses and damages may, if proven, include, without limitation, any diminution in value of the Securities to the extent related to or arising out of any such breach or failure to perform, and will reimburse each such indemnified party for all reasonable legal and other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such claim, loss, damage, liability or Proceeding, as such expenses are incurred.

SECTION 7.2. Indemnification by Each Purchaser . Each Purchaser will severally, and not jointly, indemnify the Company and each of its directors and officers against all claims, losses, damages and liabilities, including any of the foregoing incurred as a result of or in settlement of any Proceeding, commenced or threatened (subject to Section 7.3 below), to the extent related to or arising directly or indirectly out of any breach of any representation or warranty made by such Purchaser in this Agreement or any failure to perform or breach by such Purchaser of any covenant, obligation, or undertaking made by such Purchaser in this Agreement and will reimburse such indemnified party for all reasonable legal and other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such claim, loss, damage, liability or Proceeding, as such expenses are incurred.

SECTION 7.3. Conduct of Indemnification Proceedings . Each party entitled to indemnification under this Article 7 (for purposes of this Section 7.3, the “ Indemnified Party ”) shall give notice to the party required to provide indemnification (for purposes of this Section 7.3, the “ Indemnifying Party ”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party (at its expense) to assume the defense of any such claim or any Proceeding resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or Proceeding, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld or delayed), and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article 7, unless such failure is materially prejudicial to the Indemnifying Party in defending such claim or litigation. An Indemnifying Party shall not be liable for any settlement of an action or claim affected without its written consent (which consent will not be unreasonably withheld). No Indemnifying Party, in its defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party and Indemnifying Party of a release from all liability in respect to such claim or litigation or which admits liability or fault on the part of the Indemnified Party.

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ARTICLE 8

DEFINITIONS

“ ADS ” and “ ADSs ” have the respective meanings set forth in Section 1.1(a).

“ Affiliate ” means, with respect to any Person, any other Person controlling, controlled by or under direct or indirect common control with such Person (for the purposes of this definition “ control ,” when used with respect to any specified Person, shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” shall have meanings correlative to the foregoing).

“ Business Day ” means a day Monday through Friday on which banks are generally open for business in New York City and London, England.

“ Company ” means Amarin Corporation plc, a company incorporated under the laws of England and Wales.

“ Debentures ” has the meaning set forth in Section 1.4.

“ Depositary Letter ” means the letter agreement between the Company and Citibank, N.A. dated as of the First Closing Date.

“ Disclosure Schedules ” means the Disclosure Schedules of the Company attached hereto.

“ Draft Annual Report ” has the meaning set forth in Section 2.7.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Exempt Securities ” means (i) options granted, and shares issued upon exercise thereof, to employees, directors or consultants under the Company’s stock option plans in amounts approved by the Company’s Board of Directors upon the recommendation of its remuneration committee (as appropriately adjusted for stock splits, stock dividends, and the like), (ii) securities offered under a registration statement on Form F-4 (or any applicable successor form), (iii) the conversion or exercise of convertible debt or exercisable securities outstanding on the date hereof as set forth in Schedule 2.27 of the Disclosure Schedules (iv) the issuance of Ordinary Shares to pay milestones which may become payable in relation to the acquisitions by the Company of Laxdale Limited and Ester Neurosciences Ltd. as set forth on Schedule 2.26 of the Disclosure Schedules, (v) the issuance of shares in connection with bank financing or similar transactions that are primarily of a non-equity financing nature and approved by the Company’s Board of Directors, and (vi) securities issued pursuant to acquisitions or strategic transactions approved by the Supermajority Directors.

“ Final Prospectus ” has the meaning set forth in Section 6.6(a).

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“ Financial Statements ” means the financial statements of the Company included in the SEC Documents and the Draft Annual Report.

“ First Closing ” has the meaning set forth in the Recitals.

“ First Closing Amount ” has the meaning set forth in the Recitals.

“ First Closing Date ” has the meaning set forth in Section 1.3.

“ First Closing Purchase Price ” has the meaning set forth in Section 1.2.

“ First Closing Securities ” has the meaning set forth in Section 1.1(a).

“ First Filing Date ” has the meaning set forth in Section 6.1(a).

“ Governmental Authority ” means any governmental body or regulatory authority of the United States or any other country or any political subdivision of any thereof.

“ Holders ” means any Person holding Registrable Securities or any Person to whom the rights under Article 6 have been transferred in accordance with Section 6.9 hereof.

“ Indebtedness ” means, as applied to any Person, all indebtedness of such Person for borrowed money, whether current or funded, or secured or unsecured, excluding current trade payables incurred in the ordinary course of business consistent with past practice, but including, (i) all obligations of that Person evidenced by bonds, debentures, notes, or other similar instruments or debt securities, (ii) all indebtedness of that Person secured by a purchase money mortgage or other Lien to secure all or part of the purchase price of the property subject to such Lien, (iii) all obligations under leases that shall have been or must be recorded as capital leases in respect of which such Person is liable as lessee, (iv) any liability of that Person in respect of banker’s acceptances or letters of credit, and (v) all indebtedness referred to above which is directly or indirectly guaranteed by that Person or

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which that Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

“ Indemnified Party ” has the meaning set forth in Section 6.6(c).

“ Indemnifying Party ” has the meaning set forth in Section 6.6(c).

“ Intellectual Property Rights ” has the meaning set forth in Section 2.9.

“ Investment Company Act ” has the meaning set forth in Section 2.11.

“ Liens ” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right, claim, defect or imperfection of title or similar restriction.

“ Majority of the Preference Share Purchasers ” means (i) prior to the First Closing, two-thirds (2/3) of the Purchasers purchasing Preference Shares (based on the aggregate “Pro Rata Percentages” of the Purchasers as set forth on Exhibit A hereto) and (ii) from and after the First Closing, the Purchasers who purchased Preference Shares holding two-thirds (2/3) of the Securities sold hereunder.

“ Material Adverse Effect ” has the meaning set forth in Section 2.1.

“ Material Contracts ” has the meaning set forth in Section 4.1(b).

“ Material Permits ” has the meaning set forth in Section 2.5(c).

“ Memorandum and Articles of Association ” has the meaning set forth in Section 2.3.

(a) “ Milestone ” means that the Company has ********** Approximately 2 lines omitted **********.

“ Nasdaq ” means The Nasdaq Capital Market.

“ Net Proceeds ” has the meaning set forth in Section 4.13(b).

“ Non-US Person ” has the meaning set forth in Section 3.2.

“ Notice ” has the meaning set forth in Section 1.1(c).

“ Ordinary Shares ” means the ordinary shares, par value ₤0.50 per share, of the Company.

“ Per Share First Closing Purchase Price ” has the meaning set forth in Section 1.1(a).

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS (*) DENOTE SUCH OMISSIONS .

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“ Per Share Second Closing Purchase Price ” has the meaning set forth in Section 1.1(b).

“ Person ” means any person, individual, corporation, limited liability company, partnership, trust or other nongovernmental entity or any governmental agency, court, authority or other body (whether foreign, federal, state, local or otherwise).

“ Placement Agent ” means, collectively, Cowen and Company LLC and Rodman and Renshaw LLC.

“ Preference Shares ” means the Preference Shares to be issued to the Purchasers at the First Closing having the rights, preferences and other characteristics set forth on Exhibit D .

“ Proceeding ” means any action, claim, suit, inquiry, notice of violation, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ Purchasers ” mean the Purchasers whose names are set forth on the signature pages of this Agreement and are listed on Exhibit A hereto, and their permitted transferees.

Unless the context requires otherwise, the terms “ register ,” “ registered ” and “ registration ” refer to the registration of securities of the Company effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“ Registrable Securities ” means the First Closing Ordinary Shares and the Second Closing Securities; provided , however , that securities shall only be treated as Registrable Securities if and only for so long as they (A) have not been disposed of pursuant to a registration statement declared effective by the SEC, (B) have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale or (C) are held by a Holder or a permitted transferee pursuant to Section 6.9.

“ Registration Expenses ” means all expenses incurred by the Company in complying with Section 6.1 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and expenses of counsel for the Company, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the fees of legal counsel for any Holder).

“ Registration Period ” has the meaning set forth in Section 6.4(a).

“ Registration Statement ” has the meaning set forth in Section 6.1(b).

“ Required Approvals ” has the meaning set forth in Section 2.5(b).

“ Rule 144 ” means Rule 144 promulgated under the Securities Act.

“ SEC ” means the United States Securities and Exchange Commission.

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“ SEC Documents ” has the meaning set forth in Section 2.6.

“ Second Closing ” has the meaning set forth in the Recitals.

“ Second Closing Amount ” has the meaning set forth in the Recitals.

“ Second Closing Date ” has the meaning set forth in Section 1.3.

“ Second Closing Purchase Price ” has the meaning set forth in Section 1.2.

“ Second Closing Securities ” has the meaning set forth in Section 1.1(b).

“ Second Filing Date ” has the meaning set forth in Section 6.1(b).

“ Securities ” has the meaning set forth in Section 1.1(b).

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Selling Expenses ” means all selling commissions applicable to the sale of Registrable Securities and all fees and expenses of legal counsel for any Holder other than as set forth in the definition of “Registration Expenses.”

“ Shortfall Amount ” has the meaning set forth in Section 1.1(c).

“ Special Rights Termination Event ” shall mean either (i) the failure of the Purchasers to timely exercise their option to fund the Second Closing Amount pursuant to Section 1.1(c) or (ii) the timely exercise of such option by the Purchasers followed by the failure of the Second Closing to occur due to the failure of the Purchasers to satisfy any of the conditions provided in Sections 5.3(a)-(c).

“ Subsidiary ” of any Person shall mean any corporation, partnership, limited liability company, joint venture or other legal entity of which such Person (either alone or through or together with any other subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“ Termination Date ” has the meaning set forth in Section 9.1(b).

ARTICLE 9

TERMINATION

SECTION 9.1. Termination . This Agreement may be terminated:

(a) by the mutual written consent of the Company and a Majority of the Preference Share Preference Share Purchasers;

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(b) by either the Company or a Majority of the Preference Share Purchasers, if the First Closing has not been consummated by May 31, 2008 (the “ Termination Date ”); provided , however , that the right to terminate this Agreement pursuant to this Section 9.1(b) shall not be available to any party(ies) who is in material breach of this Agreement, or whose failure to fulfill any of its obligations under this Agreement results in such failure to close;

(c) by either the Company or a Majority of the Preference Share Purchasers, if any applicable law makes consummation of the transactions contemplated hereby illegal, or if any judgment, injunction, order, or decree enjoining any party hereto from consummating the transactions contemplated hereby is entered and that judgment, injunction, order, or decree becomes final and nonappealable; provided , however , that the party(ies) seeking to terminate this Agreement pursuant to this subsection 9.1(c) shall have used all reasonable efforts to remove such judgment, injunction, order or decree;

(d) by the Company, if the Company is not in material breach of this Agreement, in the event of a material breach by any Purchaser of any representation, warranty, or agreement contained herein; or

(e) by a Majority of the Preference Share Purchasers, if a Majority of the Preference Share Purchasers are not in material breach of this Agreement, in the event of a material breach by the Company of any representation, warranty, or agreement contained herein.

SECTION 9.2. Effect of Termination . If this Agreement is validly terminated pursuant to Section 9.1, it shall become null and void immediately and there shall be no liability or obligation to any Person in respect of the Agreement or of the transactions contemplated hereby on the part of any party, or a party’s directors, officers, employees, agents, representatives, advisers, stockholders, members, partners, or Affiliates, except that the provisions of this Section 9.2 and Article 10 shall remain in full force and effect and shall survive any termination of this Agreement and except that each party shall remain liable for any breach of this Agreement prior to its termination.

ARTICLE 10

GOVERNING LAW; MISCELLANEOUS

SECTION 10.1. Governing Law; Jurisdiction; Waiver of Jury Trial .

(a) This Agreement will be governed by and interpreted in accordance with the laws of the State of New York without regard to the principles of conflict of laws that would yield a contrary result.

(b) Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or

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thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, or that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

(c) In any action, suit or proceeding in any jurisdiction brought by any party against any other party under this Agreement, the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby waive all rights to trial by jury.

(d) If any action, suit or proceeding is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall, to the extent permitted by New York law, be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including, without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

SECTION 10.2. Counterparts; Signatures . This Agreement may be executed in two or more counterparts, all of which are considered one and the same agreement and will become effective when counterparts have been signed by each party and delivered to the other parties. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

SECTION 10.3. Headings . The headings of this Agreement are for convenience of reference only, are not part of this Agreement and do not affect its interpretation.

SECTION 10.4. Severability . If any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision will be deemed modified in order to conform with such statute or rule of law. Any provision hereof that may prove invalid or unenforceable under any law will not affect the validity or enforceability of any other provision hereof.

SECTION 10.5. Entire Agreement; Amendments . This Agreement (including all schedules and exhibits hereto) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. No provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and Purchasers holding at least two-thirds (2/3) of the then outstanding Securities or, in the case of Article 6, the Holders of at least two-thirds (2/3) of the outstanding Registrable Securities, or in the case of a waiver, by the party against whom enforcement of such waiver is sought. Any amendment effected in accordance with this Section 10.5 shall be binding upon the Company and the Purchasers or, in the case of Article 6, the Holders.

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SECTION 10.6. Notices . 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, and if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one Business Day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. The addresses for such communications are:

If to the Company:

Amarin Corporation plc

7 Curzon Street

London W1J 5HG

England

Facsimile: 44-20-7499-9004

Attn: Chief Financial Officer

cc: General Counsel

With a copy (which shall not constitute notice) to:

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005-1702

Facsimile: 212-269-5420

Attn: Geoffrey E. Liebmann

If to a Purchaser: To the address set forth immediately below such Purchaser’s name on the signature pages hereto. Each party will provide ten (10) days’ advance written notice to the other parties of any change in its address.

SECTION 10.7. Successors and Assigns . This Agreement is binding upon and inures to the benefit of the parties and their successors and assigns. The Company or its successors will not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchasers, and no Purchaser may assign this Agreement or any rights or obligations hereunder (including the option to fund the Second Closing Amount and the Preference Shares) without the prior written consent of the Company, except that, as permitted in accordance with Section 3.7 and Section 6.9 hereof and subject to applicable securities laws, the Purchasers shall be entitled to assign and transfer, without any other person’s or the Company’s consent and without restriction, all or any portion of the Securities (exclusive of the Preference Shares).

SECTION 10.8. Third Party Beneficiaries . This Agreement is intended for the benefit of the parties hereto, their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

SECTION 10.9. Further Assurances . Each party will do and perform, or cause to be done and performed, all such further acts and things, and will execute and deliver all other

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agreements, certificates, instruments and documents, as may be necessary in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 10.10. No Strict Construction . The language used in this Agreement is deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

SECTION 10.11. Equitable Relief . The Company recognizes that, if it fails to perform or discharge any of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Purchasers. The Company therefore agrees that the Purchasers are entitled to seek temporary and permanent injunctive relief in any such case. Each Purchaser also recognizes that, if it fails to perform or discharge any of its obligations under this Agreement, any remedy at law may prove to be inadequate relief to the Company. Each Purchaser therefore agrees that the Company is entitled to seek temporary and permanent injunctive relief in any such case.

SECTION 10.12. Survival of Representations and Warranties . All representations and warranties made by the Company and the Purchasers herein shall survive the First Closing and the Second Closing.

SECTION 10.13. Fractional Securities . No fractional Securities shall be issued at the Second Closing. The Company shall, in lieu of issuing any fractional Securities, pay the Purchaser otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the Per Share Second Closing Purchase Price by such fraction.

SECTION 10.14. Independent Nature of Purchasers’ Obligations and Rights . The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement. Nothing contained herein and no action taken by any Purchaser pursuant thereto shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group, or are deemed affiliates (as such term is defined under the Exchange Act) with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

SECTION 10.15. Notice to Purchasers Not Receiving Preference Shares . Notwithstanding any other provision of this Agreement, upon any vote or action by Purchasers with respect to which Fountain Healthcare Partners Fund 1, L.P. does not have a right to participate, including, without limitation a vote or action of the Majority of the Preference Share Purchasers, the Company shall deliver notice of the outcome of such vote or action promptly upon it becoming aware of the outcome of such vote or action to Fountain Healthcare Partners Fund 1, L.P.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the undersigned Purchasers and the Company have caused this Agreement to be duly executed as of the date first above written.

AMARIN CORPORATION PLC

By:

Name:

Title:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO AMARIN SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: _________________________________________________________________________________

Signature of Authorized Signatory of Purchaser : ___________________________________________________________

Name of Authorized Signatory: _________________________________________________________________________

Title of Authorized Signatory: __________________________________________________________________________

Email Address of Purchaser: ___________________________________________________________________________

Fax Number of Purchaser: _____________________________________________________________________________

Address for Notice of Purchaser:

Address for Delivery of Securities for Purchaser (if not same as address for notice):

Jurisdiction of Incorporation:

EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]

EXHIBIT A

SCHEDULE OF PURCHASERS

Purchaser	Pro Rata Percentage	First Closing Committed Amount	First Closing Ordinary Shares	Preference Shares	Aggregate First Closing Purchase Price










Total:	100.00%	$28,000,000.00	12,173,914	8	$28,000,002.20

EXHIBIT B

Issuance of Additional Stock for Consideration Below the Per Share Second Closing Purchase Price .

If the Company, at any time and from time to time, shall issue, after the date hereof and prior to the Second Closing, any Additional Stock (as defined in Section 1.1(d)(ii)) without consideration or for a consideration per share (or with a conversion or exercise price per share) less than the Per Share Second Closing Purchase Price in effect immediately prior to the issuance of such Additional Stock, then and in each such event the Per Share Second Closing Purchase Price in effect immediately prior to each such issuance shall forthwith (except as otherwise provided in this Exhibit B) be adjusted to a price determined by multiplying such Per Share Second Closing Purchase Price by a fraction, the numerator of which shall be the number of Ordinary Shares outstanding immediately prior to such issuance plus the number of Ordinary Shares that the aggregate consideration received by the Company for such issuance would purchase at such Per Share Second Closing Purchase Price; and the denominator of which shall be the number of Ordinary Shares outstanding immediately prior to such issuance plus the number of shares of such Additional Stock.

For all purposes of this Exhibit B, “ Ordinary Shares ” shall mean Ordinary Shares as such are represented by ADSs.

(a) No adjustment of the Per Share Second Closing Purchase Price shall be made in an amount less than one cent per share, provided that any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be taken into account at the earlier of the Second Closing Date and the date of any subsequent adjustment made pursuant to this Exhibit B. No adjustment made pursuant to this Exhibit B shall have the effect of increasing the Per Share Second Closing Purchase Price above the Per Share Second Closing Purchase Price in effect immediately prior to such adjustment.

(b) In the case of the issuance of Ordinary Shares for cash, the consideration shall be deemed to be the amount of cash paid therefor excluding amounts paid or payable for accrued interest or accrued dividends.

(c) In the case of the issuance of Ordinary Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by a committee of the independent directors of the Company irrespective of any accounting treatment.

(d) In the case of the issuance of Additional Stock consisting of options to purchase or rights to subscribe for Ordinary Shares, securities by their terms convertible into or exchangeable for Ordinary Shares or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this Exhibit B:

(i) The aggregate maximum number of Ordinary Shares deliverable upon exercise (assuming the satisfaction of any conditions to exercisability, including without limitation, the passage of time, but without taking into account potential antidilution adjustments) of such options to purchase or rights to subscribe for Ordinary Shares shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subsections (b) and (c) of this Exhibit B), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Ordinary Shares covered thereby.

(ii) The aggregate maximum number of Ordinary Shares deliverable upon conversion of or in exchange (assuming the satisfaction of any conditions to convertibility or exchangeability, including, without limitation, the passage of time, but without taking into account potential antidilution adjustments) for any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subsections (b) and (c) of this Exhibit B).

(iii) In the event of any change in the number of Ordinary Shares deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Per Share Second Closing Purchase Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Ordinary Shares or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

(iv) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Per Share Second Closing Purchase Price, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of Ordinary Shares (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

(v) The number of Ordinary Shares deemed issued and the consideration deemed paid therefor pursuant to subsections (d)(i) and (ii) above shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either subsection (d)(iii) or (iv).

(e) Upon each adjustment of the Per Share Second Closing Purchase Price pursuant to the provisions of this Exhibit B, the number of Ordinary Shares issuable at the Second Closing shall be adjusted by (A) multiplying the Per Share Second Closing Purchase Price in effect immediately prior to such adjustment by the number of Ordinary Shares issuable at the Second Closing immediately prior to such adjustment and (B) dividing the product so obtained by the adjusted Per Share Second Closing Purchase Price.

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EXHIBIT C

Form of Opinion of Cahill Gordon & Reindel llp

May [ ], 2008

To the Parties Listed on Schedule A hereto

and

Cowen and Company, LLC

1221 Avenue of the Americas

New York, NY 10020

United States of America

Re:

Amarin Corporation plc

Ladies and Gentlemen:

This opinion is being furnished to you pursuant to Section 5.2(e) of the Securities Purchase Agreement, dated May 13, 2008 (the “ Purchase Agreement ”), between Amarin Corporation plc, a public limited company organized under the laws of England and Wales (the “ Company ”), and the various persons listed on Schedule A thereto (each, a “ Purchaser ” and collectively, the “ Purchasers ”), relating to the issuance and sale to the Purchasers by the Company of ordinary shares of ₤0.05 each in the capital of the Company (“ Ordinary Shares ”) and to certain Purchasers, series a preference shares of ₤0.50 each in the capital of the Company (“ Preference Shares ” and together with the Ordinary Shares, the “ Securities ”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement.

In rendering the opinions set forth herein, we have examined originals, photocopies or conformed copies certified to our satisfaction of all such company or corporate records, agreements, instruments and documents of the Company and its subsidiaries, certificates of public officials and other certificates and opinions, and have made such other investigations, as we have deemed necessary in connection with the opinions set forth herein. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photocopies or conformed copies and the authenticity of originals of such documents. We have relied, to the extent we deem such reliance proper, on certificates of officers of the Company and its subsidiaries as to factual matters.

Based upon the foregoing, it is our opinion that:

1. no filing with, or authorization, approval, consent, order, registration, qualification or decree of, any United States federal or New York state court or governmental authority or agency is required in connection with the execution, delivery or performance by the Company of the Purchase Agreement or the offering, issuance or sale of the Securities except (a) such as have already been obtained and are in full force and effect, (b) any filings under U.S. federal or state securities or Blue Sky laws in connection with the sale of the Securities and (c) for such filings, authorizations, approvals, consents, orders, registrations, qualifications or decrees the failure so to obtain would not, individually or in the aggregate, have a Material Adverse Effect and would not materially and adversely affect the consummation of the transactions contemplated by the Purchase Agreement;

2. the execution, delivery and performance of the Purchase Agreement by the Company, the issuance and sale of the Securities by the Company and the consummation by the Company of the transactions contemplated by the Purchase Agreement do not and will not result in any violation of any United States federal or New York State statute or any rule or regulation issued pursuant to any United States federal or New York State court of governmental agency or body (other than U.S. federal and state securities or Blue Sky laws and regulations relating to FINRA), except for violations that would not, individually or in the aggregate, have a Material Adverse Effect; and

3. assuming (i) the accuracy of the representations and warranties of the Company contained in the Purchase Agreement, (ii) the accuracy of the representations and warranties of each Purchaser in the Purchase Agreement and (iii) the Placement Agent has not engaged in any activity with respect to the Securities that would constitute a public offering within the meaning of Section 4(2) of the Securities Act, it is not necessary in connection with the issuance and sale of the Securities to the Purchasers under the circumstances contemplated by the Purchase Agreement to register the sale of the Securities to the Purchasers under the Securities Act of 1933, as amended, it being understood that no opinion is being expressed as to any subsequent resale of the Securities; and

4. the Purchase Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity and except that (a) rights to indemnification may be limited under applicable law or public policy and (b) the enforceability of provisions imposing liquidated damages or penalties upon the occurrence of certain events may be limited in certain circumstances.

We are members of the Bar of the State of New York and do not purport to be experts in, or to express any opinion concerning, the laws of any jurisdictions other than the laws of the State of New York and the federal laws of the United States of America.

This opinion is solely for your benefit as Purchasers of the Securities and as the Placement Agent and neither this opinion nor any part hereof may be delivered to or used or relied upon by any person other than you without our prior written consent.

Very truly yours,

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SCHEDULE A

List of Recipients

·	Caduceus Private Investments III, LP

·	Orbimed Associates III, LP

·	Sofinnova Venture Partners VII, L.P.

·	Panorama Capital, L.P.

·	Thomas, McNerney & Partners II, L.P.

·	TMP Nominee II, LLC

·	TMP Associates II, L.P.

·	Longitude Venture Partners, L.P.

·	Fountain Healthcare Partners Fund 1, L.P.

EXHIBIT D

SERIES A PREFERENCE SHARES

1.1.	CONSOLIDATION OF PREFERENCE SHARES

(a) It was noted that the Company’s authorised share capital currently comprised 155,914,406 Ordinary Shares with a nominal value of 50 pence each and 440,855,934 Preference Shares with a nominal value of 5 pence each.

(b) The Chairman explained that, in connection with the transactions contemplated by the Securities Purchase Agreement, dated as of May 13, 2008, by and among Sofinnova Venture Partners VII, L.P., Caduceus Private Investments III, LP and Orbimed Associates III, LP and their affiliated entities, Panorama Capital, L.P., Thomas, McNerney & Partners II, L.P., TMP Nominees II, LLC, TMP Associates II, L.P., and Longitude Venture Partners, L.P. (collectively, the “ Purchasers ”), and the Company (the “ Purchase Agreement ”), it was proposed to issue to the Purchasers Preference Shares with a nominal value of 50 pence each with certain rights attached.

(c) In addition, it was proposed that such Preference Shares would automatically convert into Ordinary Shares on a one-for-one basis upon the occurrence of certain events, as described below.

(d) On that basis, the Chairman explained that it would be necessary to consolidate certain of the Company’s Preference Shares with a nominal value of 5 pence each (the “ 5 pence Preference Shares ”) on a ten-for-one basis into Preference Shares with a nominal value of 50 pence each in order to allow for conversion of such Preference Shares into Ordinary Shares on a one-for-one basis without any unlawful issue of shares at a discount.

(e) It was noted that, in passing the resolution to adopt article 5 of the Company’s Articles, the Company’s shareholders had granted to the Directors authority, inter alia , to consolidate the 5 pence Preference Shares.

(f) Pursuant to such authority IT WAS RESOLVED that 50 of the 5 pence Preference Shares be and they are hereby consolidated and divided into 5 Preference Shares with a nominal value of 50 pence each.

1.2.	RIGHTS ATTACHING TO SERIES A PREFERENCE SHARES

(a) It was noted that article 5 of the Articles empowers the Directors to issue Preference Shares with such rights and subject to such restrictions and limitations as the Directors shall determine in the resolution of the Directors approving the issue of such shares. It was further noted that article 6 of the Articles provides that Preference Shares may be issued in one or more separate series, each of which will constitute a separate class of shares.

(b) IT WAS RESOLVED that the Preference Shares with a nominal value of 50 pence each to be issued and allotted pursuant to paragraph ___ below shall be known as “ Series A Preference Shares, ” shall not be redeemable, and shall be issued with the other rights, and subject to the restrictions and limitations, set out in this paragraph 1.2(b):

(i) Board Size

(A)

Prior to August 22, 2008, the written consent of the holders (the “ Series A Holders ”) of at least two-thirds (2/3s) of the issued and outstanding Series A Preference Shares (a “ Majority of the Series A Holders ”) shall be required prior to any appointment by the Company’s Board of Directors (the “ Board ”) or election by the Company’s shareholders of a Director of the Company which would increase the total number of Directors of the Company then in office to more than 8.

(B)

From and after August 22, 2008, the written consent of a Majority of the Series A Holders shall be required prior to any appointment by the Board or election by the Company’s shareholders of a Director of the Company which would increase the total number of Directors of the Company then in office to more than 9 (inclusive of the Director appointed pursuant to paragraph 1.2(b)(ii)(D) below).

(ii) Appointment of Directors; Voting

(A)

Subject to paragraph 1.2(b)(ii)(D) below, the Series A Holders shall be entitled (x) to elect four (4) members (each such member and any additional director elected by the Series A Holders under paragraph 1.2(b)(ii)(D) below to be known as a “ Series A Director ”) to the Board, (y) to remove from office any Series A Director, with or without cause, and (z) to fill any vacancy caused by the resignation, death, or removal of a Series A Director.

(B)

Subject to paragraph 1.2(b)(ii)(E) below, the election of each Series A Director by the Series A Directors (including to fill any vacancy caused by the resignation, death, or removal of a Series A Director) shall be by a vote, in person or by written consent, of a Majority of the Series A Holders.

(C)

Subject to paragraph 1.2(b)(ii)(E) below, in each election of a Series A Director (other than where such election takes place at a general meeting of the Company) and all other matters referred to in this paragraph 1.2(b) upon which the holders of Series A Preference Shares shall be entitled to vote, each Series A Preference Share shall entitle the Series A Holder thereof to the number of votes equal to the product of (i) 1,000 and (ii) the quotient obtained by dividing the number of the Company’s Ordinary Shares at the time owned by such Series A Holder, directly or through American Depositary Shares, by the number of the Company’s Ordinary Shares at the time so owned by all the Series A Holders.

(D)

If (x) on or before August 22, 2008, an individual who is mutually acceptable (each such mutually acceptable individual, the “ Mutually Selected Director ”) to the Directors of the Company who are not Series A Directors, on the one hand, and a majority of the Series A Directors (a “ Majority of the Series A Directors ”), on the other hand, shall not have

-2-

been appointed to the Board as the ninth (9th) Director of the Company, or (y) an appointed Mutually Selected Director at any time has ceased to serve as a Director and a new Mutually Selected Director shall not have been appointed by the Directors within sixty (60) days thereafter, then, in each such instance, the Series A Holders shall be entitled to elect a fifth (5th) member to the Board (which shall then consist of a total of nine (9) Directors) who shall continue in office until replaced by a new Mutually Selected Director, which the Directors shall in good faith endeavor to appoint, or failing such new appointment, by another Person elected by a Majority of the Series A Holders.

(E)

In the case of any resolution proposed on a poll at a general meeting of the Company to appoint any person as a Director of the Company who has previously been appointed as a Series A Director (whether by written notice, by the Board or otherwise) or any person nominated by a Majority of the Series A Holders pursuant to Article 113, the holders of the Series A Preference Shares shall be entitled to vote, and each Series A Preference Share held by a Series A Holder shall entitle such Series A Holder to cast in respect of such resolution such number of votes as is equal to the product obtained by multiplying (i) the product of the total number of the Company’s Ordinary Shares then outstanding times five (5) by (ii) the quotient obtained by dividing the number of the Ordinary Shares at the time owned by such Series A Holder, directly or through American Depositary Shares, by the number of the Company’s Ordinary Shares at the time so owned by all the Series A Holders (for each Series A Holder, its “ Number of Supermajority Votes ”). In the case of any resolution proposed on a poll at a general meeting of the Company to remove any Series A Director or to elect any person(s) whose election would cause the total number of Series A Directors following such general meeting to be less than four (4), the holders of the Series A Preference Shares shall be entitled to vote, and each Series A Preference Share held by a Series A Holder shall entitle such Series A Holder to cast in respect of such resolution such number of votes as is equal to its Number of Supermajority Votes.

(iii) Committees

From and after the date hereof, a Majority of the Series A Directors shall have the right to approve the composition of any committee of the Board, provided that any such committee shall have an equal number of Series A Directors and Directors other than Series A Directors.

(iv) Quorum of the Board

Any resolution of the Board to set the quorum necessary for the transaction of the business of the Board (the “ Quorum ”) at any number other than six (6), comprising three (3) Series A Directors and any three (3) Directors other than Series A Directors shall require the written consent of a Majority of the Series A Directors.

(v) Preemptive Rights

-3-

(A)

Each Series A Holder shall have a right of first refusal to purchase up to such Series A Holder’s pro rata share (as described below) of any offering by the Company of Ordinary Shares or any other class or series of its capital stock, or any other securities convertible into or exchangeable for Ordinary Shares or any other class or series of capital stock (including convertible stock, redeemable stock and debt with warrants, but excluding any Exempt Securities (as defined below), any issuances pursuant to the Company’s equity credit agreement with Brittany Capital Management Ltd. dated as of 1 June 2007, provided such issuance shall have been approved by the affirmative vote of at least a majority of all the members of the Board plus one additional Director (the “ Supermajority Directors ”), and any issuances pursuant to that certain Securities Purchase Agreement, dated May 13, 2008, by and among the Company and the purchasers named therein related to an additional financing), in each case, on the same terms as the other investors participating in such offering. Each Series A Holder’s pro rata share shall be equal to the percentage of the Company’s outstanding Ordinary Shares that are owned by such Series A Holder at the time of each such offering.

(B)

The Company shall provide written notice to each Series A Holder that the Company is considering any proposed future financing subject to such preemptive rights, providing a general outline of the proposed structure and anticipated terms thereof, not less than 15 days prior to completion thereof (the “ Completion Date ”). The Company shall also provide written notice to each such Series A Holder describing in reasonable detail the terms of any such proposed future financing (the “ Detailed Notice ”) within a reasonable period of time (but not less than ten (10) days prior to the Completion Date). Unless a Series A Holder provides the Company notice in writing within five (5) days of its receipt of the Detailed Notice that it wishes to participate in such financing, such Series A Holder’s right with respect to such proposed future financing shall be deemed waived. Anything herein to the contrary notwithstanding, if required to accumulate from its investors the funds necessary to participate in any such financing, each Series A Holder who has delivered timely notice of its intent to participate in such financing shall have up to fifteen (15) Business Days from the date it sent such notice of its intent to participate to fund its purchase even if any such period extends beyond the Completion Date.

(C)

The rights and obligations established pursuant to this paragraph 1.2(b)(v) shall terminate if (x) a Special Rights Termination Event (as defined below) shall have occurred, or (y) the Series A Holders (and/or their Affiliates (as defined below)) cease to own in the aggregate at least 33% of the number of Shares (as defined in the Purchase Agreement) purchased by them in the First Closing (as defined in the Purchase Agreement) and the Second Closing (as defined in the Purchase Agreement).

-4-

(D)

For purposes herein:

(x)

“ Exempt Securities ” means (i) options granted, and shares issued upon exercise thereof, to employees, Directors or consultants under the Company’s stock option plans in amounts approved by the Company’s Board of Directors upon the recommendation of its remuneration committee (as appropriately adjusted for stock splits, stock dividends, and the like), (ii) securities offered under a registration statement on Form F-4 (or any applicable successor form), (iii) the conversion or exercise of convertible debt or exercisable securities outstanding on the date hereof as set forth on Schedule 2.27 of the Disclosure Schedule to the Purchase Agreement, (iv) the issuance of Ordinary Shares to pay milestones which may become payable in relation to the acquisitions by the Company of Laxdale Limited and Ester Neurosciences Ltd. as set forth on Schedule 2.26 of the Disclosure Schedule to the Purchase Agreement, (v) the issuance of shares in connection with bank financing or similar transactions that are primarily of a non-equity financing nature and approved by the Board, and (vi) securities issued pursuant to acquisitions or strategic transactions approved by the Supermajority Directors.

(y)

“ Special Rights Termination Event ” shall mean either (1) the failure of the Series A Holders to timely exercise their option to fund the Second Closing Amount (as defined in the Purchase Agreement) pursuant to Section 1.1(c) of the Purchase Agreement, or (2) the timely exercise of such option by the Series A Holders followed by the failure of the Second Closing to occur due to the failure of the Series A Holders to satisfy any of the conditions provided in Sections 5.3(a)-(c) of the Purchase Agreement.

(vi) Conversion and Termination

(A)

If (x) the Second Closing occurs, and (y) at the Second Closing, any Series A Holder funds less than such Series A Holder’s full Pro Rata Percentage (as set forth opposite such Series A Holder’s name on Exhibit A to the Purchase Agreement) of the Second Closing Amount, then each Series A Preference Share held by such Series A Holder shall automatically convert into one (1) Ordinary Share.

(B)

Each Series A Preference Share held by all the Series A Holders shall automatically convert into one Ordinary Share, and the rights and obligations of the Series A Preference Shares shall terminate, if, at any time after the Second Closing, (x) a Special Rights Termination Event shall have occurred, or (y) the Series A Holders (and/or their Affiliates)

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cease to own in the aggregate at least 33% of the number of Shares purchased by them in the First Closing and the Second Closing.

(C)

For purposes herein, “ Affiliates ” shall mean with respect to any Person, any other Person controlling, controlled by or under direct or indirect common control with such Person (for the purposes of this definition “ control ,” when used with respect to any specified Person, shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” shall have meanings correlative to the foregoing).

(vii) Required Votes

The written consent of a Majority of the Series A Purchasers shall be required for the Company to effect or validate the following actions:

(A)

Any amendment, alteration or repeal of any provision contained in this paragraph 1.2(b);

(B)

Any amendment, alteration or repeal of any provision contained in Articles 5 to 30 inclusive of the Company’s Articles of Association, in force as at May 13, 2008, if such amendment, alteration or repeal of any such provision would be adverse or inconsistent with the specific rights attaching to the Series A Preference Shares as expressly set forth in this paragraph 1.2(b) (the “ Specific Series A Rights ”);

(C)

Any issuance of any additional Series A Preference Shares; or

(D)

Any authorization, creation or designation, whether by reclassification or otherwise, of any new class or series of capital stock or any other securities convertible into equity securities of the Company which would amend alter or repeal any of the Specific Series A Rights, or grant any rights which are identical or superior to any of the Specific Series A Rights.

(viii) Voting Rights at General Meeting

Except as provided in this paragraph 1.2(b), the Series A Preference Shares shall not entitle the Series A Holders to vote at general meetings of the Company.

(ix) Other Rights

Save as expressly provided in this paragraph 1.2(b), each Series A Preference Share shall rank pari passu in all respects with the Ordinary Shares.

-6-

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
	OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE TRANSITION PERIOD FROM TO
	OR
o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	DATE OF EVENT REQUIRING THIS SHELL COMPANY REPORT

INTRODUCTION		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		4
	PART I
Item 1	Identity of Directors, Senior Management and Advisers	5
Item 2	Offer Statistics and Expected Timetable	5
Item 3	Key Information	5
Item 4	Information on the Company	20
Item 4A	Unresolved Staff Comments	29
Item 5	Operating and Financial Review and Prospects	29
Item 6	Directors, Senior Management and Employees	36
Item 7	Major Shareholders and Related Party Transactions	44
Item 8	Financial Information	46
Item 9	The Offer and Listing	48
Item 10	Additional Information	49
Item 11	Quantitative and Qualitative Disclosures About Market Risk	68
Item 12	Description of Securities Other than Equity Securities	69
	PART II
Item 13	Defaults, Dividend Arrearages and Delinquencies	69
Item 14	Material Modifications to the Rights of Security Holders and Use of Proceeds	69
Item15	Controls and Procedures	69
Item 16	[Reserved]	70
Item 16A	Audit Committee Financial Expert	70
Item 16B	Code of Ethics	70
Item 16C	Principal Accountant Fees and Services	70
Item 16D	Exemptions from the Listing Standards for Audit Committees	71
Item 16E	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	71
	PART III
Item 17	Financial Statements	71
Item 18	Financial Statements	71
Item 19	Exhibits	71
SIGNATURES		77

	2006			2007
	(In U.S. $, thousands except per share data and number of shares information)
Statement of Operations Data — IFRS Net sales revenues		500			—
Total loss from operations		(28,068	)		(40,733	)
Net loss		(26,751	)		(38,197	)
Net loss per Ordinary Share (basic – post share split**)		(3.25	)		(3.90	)
Net loss per Ordinary Share (basic – pre share split**)		(0.33	)		(0.39	)
Net loss per Ordinary Share (diluted – post share split**)		(3.25	)		(3.90	)
Net loss per Ordinary Share (diluted – pre share split**)		(0.33	)		(0.39	)
Consolidated balance sheet data - amounts in accordance with IFRS Working capital assets		28,710			6,316
Total assets		49,559			42,254
Long term obligations		(110	)		(2,693	)
Capital stock (ordinary shares)		7,990			12,942
Total shareholders’ equity		38,568			24,149
Number of ordinary shares in issue (thousands – post share split**)		9,068			13,906
Number of ordinary shares in issue (thousands – pre share split**)		90,684			139,057
Denomination of each ordinary share (post share split**)		£0.50			£0.50
Denomination of each ordinary share (pre share split**)		£0.05			£0.05

	Years Ended December 31
	2003			2004* as restated			2005* as restated
	(In U.S. $, thousands except per share data and number of shares information)
Statement of Operations Data — U.K. GAAP Net sales revenues		7,365			1,017			500
Total loss from operations		(38,821	)		(11,875	)		(20,748	)
Loss from continuing operations		(6,200	)		(10,608	)		(20,748	)
Net (loss)/income		(19,224	)		3,229			(20,547	)
Loss from continuing operations per Ordinary Share (basic – post share split**)		(3.63	)		(4.71	)		(4.45	)
Loss from continuing operations per Ordinary Share (basic – pre share split**)		(0.36	)		(0.47	)		(0.45	)
Net (loss)/income per Ordinary Share (basic – post share split**)		(11.25	)		1.43			(4.41	)
Net (loss)/income per Ordinary Share (basic – pre share split**)		(1.13	)		0.14			(0.44	)
Net (loss)/income per Ordinary Share (diluted – post share split**)		(11.25	)		1.43			(4.41	)
Net (loss)/income per Ordinary Share (diluted – pre share split**)		(1.13	)		0.14			(0.44	)
Consolidated balance sheet data - amounts in accordance with U.K. GAAP Working capital (liabilities)/assets		(39,128	)		8,651			28,673
Total assets		47,377			23,721			46,760
Long term obligations		—			(2,687	)		(180	)
Capital stock (ordinary shares)		29,088			3,206			6,778
Total shareholders’ (deficit)/equity		(6,348	)		16,693			38,580
Number of ordinary shares in issue (thousands – post share split**)		1,794			3,763			7,755
Number of ordinary shares in issue (thousands – pre share split**)		17,940			37,632			77,549
Denomination of each ordinary share (post share split**)		£10.00			£0.50			£0.50
Denomination of each ordinary share (pre share split**)		£1.00			£0.05			£0.05

Fiscal Period	Average Noon Buying Rate
	(U.S. Dollars/pound sterling)
12 months ended December 31, 2003	1.6450
12 months ended December 31, 2004	1.8356
12 months ended December 31, 2005	1.8204
12 months ended December 31, 2006	1.8434
12 months ended December 31, 2007	2.0073

Title of Each Class		Name of Each Exchange on Which Registered
None		None

*	As restated for the non-cash compensation expense due to the adoption of U.K. GAAP, Financial Reporting Standard 20 “Share-based payments”.
**	On January 18, 2008, our Ordinary Shares were consolidated on a one-for-ten basis whereby ten Ordinary Shares of 5p each became one Ordinary Share of 50p. Post-split shares and share information above has been adjusted to reflect this share consolidation.

Month	High Noon Buying Rate	Low Noon Buying Rate
	(U.S. Dollars/pound sterling)	(U.S. Dollars/pound sterling)

November 2007	2.1104	2.0478
December 2007	2.0658	1.9774
January 2008	1.9895	1.9515
February 2008	1.9923	1.9405
March 2008	2.0311	1.9823
April 2008	1.9994	1.9627

Subsidiary Name	Country of Incorporation or Registration	Proportion of Ownership Interest and Voting Power Held
Amarin Neuroscience Limited	Scotland	100%
Amarin Pharmaceuticals Ireland Limited	Ireland	100%
Amarin Finance Limited	Bermuda	100%
Ester Neurosciences Limited	Israel	100%

Location	Use	Ownership	Size (sq. ft.)
Ely, Cambridgeshire, England Ground Floor	Offices	Leased and sub-let	7,135
First Floor	Offices	Leased and sub-let	2,800
Godmanchester, Cambridgeshire, England	Offices	Leased and sub-let	7,000
London, England	Offices	Leased	2,830
Oxford, England	Offices	Leased	3,000
Dublin, Ireland	Offices	Leased	3,251

	Payments Due by Period in $000’s
	Total	Less than 1 Year	1-2 Years	2-3 Years	3-4 Years	4-5 Years	Thereafter
Long-term debt	2,750	—	—	2,750	—	—	—
Capital/finance lease	—	—	—	—	—	—	—
Operating lease	4,529	1,278	1,145	755	572	283	496
Purchase obligations	674	674	—	—	—	—	—
Other long-term creditors	—	—	—	—	—	—	—
Total	7,953	1,952	1,145	3,505	572	283	496

	Estimated Payments Due by Period in $000’s from 1 January 2008
	Total	Less than 1 Year	1-2 Years	2-3 Years	3-4 Years	4-5 Years	Thereafter
Clinical research	2,825	2,825	—	—	—	—	—

Name	Age	Position
Thomas Lynch	51	Chairman and Chief Executive Officer
Alan Cooke	37	President, Chief Operating Officer and Director*
Dr. Declan Doogan	56	Head, Research & Development and Director
John Groom	69	Non-Executive Director
Anthony Russell-Roberts	62	Non-Executive Director
Dr. William Mason	56	Non-Executive Director
Dr. Simon Kukes	51	Non-Executive Director
Dr. Michael Walsh	56	Non-Executive Director
Dr. Prem Lachman	47	Non-Executive Director
Dr. John Climax	55	Non-Executive Director
Prof. William Hall	58	Non-Executive Director
Tom Maher	41	General Counsel and Company Secretary
Conor Dalton	43	Vice President, Finance & Principal Accounting Officer

Name	Salary & fees		Benefits in kind		Annual bonus		2007 Total
		$000		$000		$000		$000
Thomas Lynch (Chairman and Chief Executive Officer)*		482		—		390		872
Richard Stewart (Former Chief Executive Officer)** †		1,249		18		250		1,517
Alan Cooke (President & Chief Operating Officer)**		401		4		227		632
Dr. Declan Doogan (Head, Research & Development)**		140		—		105		245
John Groom		—		—		—		—
Anthony Russell-Roberts		100		—		—		100
Dr. William Mason		80		—		—		80
Dr. Simon Kukes		50		—		—		50
Dr. Michael Walsh		50		—		—		50
Dr. Prem Lachman		50		—		—		50
Dr. John Climax		50		—		—		50
Prof. William Hall		42		—		—		42
		2,694		22		972		3,688

*	Fees in respect of a Consultancy Agreement with Mr. Thomas Lynch. See “Item 7B — Related Party Transactions. Included above is Mr. Lynch’s bonus payment’s for 2006 and 2007.

**	In addition to the above, Mr. Stewart, Mr. Cooke and Dr. Doogan had pension contributions paid into their personal scheme or accrued by the Group in 2007 of $60,000, $22,000 and $8,000 respectively. Mr. Stewart’s payment, which is in excess of his normal entitlement under the Group’s pension scheme arrangements, was approved by the Remuneration Committee.

†	On December 19, 2007, Mr. Richard Stewart resigned as Chief Executive Officer and Executive Director of Amarin. Pursuant to the terms of a compromise agreement between Amarin and Mr. Stewart, Amarin agreed to pay Mr. Stewart £402,500 ($804,000) in respect of a termination payment and bonus, £10,673 ($21,000) in respect of 10 days accrued but untaken holiday entitlement, other expenses of £4,000 ($8,000) and £37,338 ($75,000) in respect of accrued pension entitlement up to the date of termination, December 19, 2007. These amounts are included in Mr. Stewart's emoluments above.

Employment Activity	Number of Employees 12/31/07	Number of Employees 12/31/06
Marketing and Administration	17	12
Research and Development	8	6
Total	25	18

Country	Number of Employees 12/31/07		Number of Employees 12/31/06
U.K		11		10
Ireland		14		8
Total		25		18

Director/Officer	Note	Options/Warrants Outstanding to Acquire Number of Ordinary Shares	Date of Grant (dd/mm/yy)	Exercise Price per Ordinary Share	Ordinary Shares or ADS Equivalents Beneficially Owned	Percentage of Outstanding Share Capital*
J. Groom	1	15,000	23/01/02	$17.65	417,778	—
	1	15,000	06/11/02	$3.10
	1	25,000	21/07/04	$0.84
	7	55,099	21/12/05	$1.43
	1	20,000	11/01/06	$1.35
	1&17	20,000	08/12/06	$0.44
T. G. Lynch	2	500,000	25/02/04	$1.90	10,729,060	7.7%
	8	207,921	21/12/05	$1.43
	11	12,480	01/6/07	$0.72
	12	303,030	06/12/07	$0.48

(1)	These options are exercisable as to one third on each of the first, second and third anniversaries of the date of grant and remain exercisable for a period ended on the tenth anniversary of the date of grant.

(2)	The Ordinary Shares are held in the form of ADSs by Amarin Investment Holding Limited. The warrants issued to Amarin Investment Holding Limited are exercisable for up to 500,000 Ordinary Shares, on or before February 25, 2009. Amarin Investment Holding Limited is an entity controlled by our Chairman and Chief Executive Officer, Mr. Thomas Lynch.

(3)	These options were issued to Vision Resources Limited, a company wholly owned by Dr. Mason.

(4)	These options are currently exercisable and remain exercisable until ten years from the date of grant.

(5)	When granted 100,000 of these options were to become exercisable at an exercise price of $25.00 in tranches upon the price of our Ordinary Shares achieving certain pre-determined levels. On February 9, 2000, our remuneration committee approved the re-pricing of these 100,000 options to an exercise price of US$5.00 per Ordinary Share, exercisable immediately and the Group entered into an amendment agreement on the same day amending the exercise price from $25.00 to $5.00 and removing the performance criteria attached to such options. These options are currently exercisable and remain exercisable until 1st April 2009.

(6)	These options are exercisable as to 50% on the second anniversary of grant, as to 75% of the third anniversary of grant and in full on the fourth anniversary of grant.

(7)	These warrants were granted to all investors in the December 2005 private placement including directors and are exercisable at anytime after 180 days from the grant date. If our trading market price is equal to or above $10.20, as adjusted for any stock splits, stock combinations, stock dividends and other similar events, for each of any twenty consecutive trading days, then the Group at any time thereafter shall have the right, but not the obligation, on 20 days’ prior written notice to the holder, to cancel any unexercised portion of this warrant for which a notice of exercise has not yet been delivered prior to the cancellation date.

(8)	These warrants were granted to all investors in the December 2005 private placement including directors and are exercisable at anytime after 180 days from the grant date. The warrants were issued to Amarin Investment Holding Limited which is an entity controlled by our Chairman and Chief Executive Officer, Mr. Thomas Lynch. If our trading market price is equal to or above $10.20, as adjusted for any stock splits, stock combinations, stock dividends and other similar events, for each of any twenty consecutive trading days, then the Group at any time thereafter shall have the right, but not the obligation, on 20 days’ prior written notice to the holder, to cancel any unexercised portion of this warrant for which a notice of exercise has not yet been delivered prior to the cancellation date.

(9)	The Ordinary Shares are held in the form of ADSs by Sunninghill Limited. The warrants granted to all investors in the December 2005 private placement including directors are exercisable at any time after 180 days from the grant date. These warrants were issued to Sunninghill Limited which is an entity controlled by one of our non-executive directors Dr. John Climax.

(10)	These options were granted to Laxdale employees as replacement Laxdale options due to the acquisition of Laxdale by Amarin. These options vested immediately on granting and expire on 31 March 2009.

(11)	These warrants were granted to all investors in the June 2007 registered direct offering including directors and are exercisable immediately from the grant date. The warrants were issued to Amarin Investment Holding Limited which is an entity controlled by our Chairman and Chief Executive Officer, Mr. Thomas Lynch.

(12)	These warrants were granted to all investors in the December 2007 registered direct offering including directors and are exercisable immediately from the grant date. The warrants were issued to Amarin Investment Holding Limited which is an entity controlled by our Chairman and Chief Executive Officer, Mr. Thomas Lynch.

(13)	These warrants were granted to all investors in the June 2007 registered direct offering including directors and are exercisable immediately from the grant date.

(14)	These warrants were granted to all investors in the December 2007 registered direct offering including directors and are exercisable immediately from the grant date.

(15)	These warrants were granted to all investors in the June 2007 registered direct offering including directors and are exercisable immediately from the grant date. These warrants were issued to Sunninghill Limited which is an entity controlled by one of our non-executive directors Dr. John Climax.

(16)	These warrants were granted to all investors in the December 2007 registered direct offering including directors and are exercisable immediately from the grant date. These warrants were issued to Sunninghill Limited which is an entity controlled by one of our non-executive directors Dr. John Climax.

(17)	The exercise price of all options granted between December 8, 2006 and April 11, 2007 were amended to $0.44 – see note 28 to the F-section in this annual report for further details of the options amendment.

*	This information is based on 139,057,370 Ordinary Shares outstanding as of December 31, 2007.

Name of Owner(1)	Number of Ordinary Shares or ADS Equivalents Beneficially Owned Capital	Percentage of Outstanding Share (2)
Amarin Investment Holding Limited(3)	11,752,491	6.9%
Sunninghill Limited(5)	11,124,054	6.5%
Simon G. Kukes(4)	10,563,706	6.2%
Medica Funds(6)	10,077,969	5.9%

(1)	Unless otherwise noted, the persons referred to above have sole investment power.

(2)	This information is based on 139,057,370 Ordinary Shares outstanding, 20,838,235 warrants granted over Ordinary Shares and 10,804,850 share options granted over Ordinary Shares as of December 31, 2007.

(3)	Includes warrants to purchase 500,000 Ordinary Shares, which warrants are exercisable on or before February 25, 2009 and warrants to purchase 523,431 Ordinary Shares, which are currently exercisable. Amarin Investment Holding Limited is an entity controlled by our Chairman and Chief Executive Officer, Mr. Thomas Lynch.

(4)	Includes warrants to purchase 1,007,625 Ordinary Shares, which are currently exercisable and options to purchase 40,000 Ordinary Shares of which 13,333 are currently exercisable.

(5)	Includes warrants to purchase 1,623,894 Ordinary Shares, which are currently exercisable and share options to purchase 60,000 Ordinary Shares of which 20,000 are currently exercisable. Sunninghill Limited is an entity controlled by one of our non-executive directors, Dr. John Climax.

(6)	This information is based on the following holdings:

Name of Fund	Ordinary Shares
Medica II Investments International LP	4,091,635
Medica Investments Israel LP	2,916,808
Medica II Investments Israel LP	1,524,010
Medica II Investments PF Israel LP	785,386
Medica II Management LP	413,666
Medica II Baxter LP	346,464

	US$ High	US$ Low
Fiscal Year Ended December 31, 2003	4.81	1.39
December 31, 2004	3.99	0.53
December 31, 2005	3.40	1.06
December 31, 2006	3.74	1.27
December 31, 2007	3.78	0.23
Fiscal Year Ended December 31, 2006 First Quarter	3.74	1.27
Second Quarter	3.10	1.93
Third Quarter	2.96	2.23
Fourth Quarter	2.67	1.96
Fiscal Year Ended December 31, 2007 First Quarter	2.62	1.74
Second Quarter	3.78	0.52
Third Quarter	0.58	0.36
Fourth Quarter	0.45	0.23
Month Ended
November 2007	0.43	0.30
December 2007	0.40	0.23
January 2008*	2.90	1.81
February 2008*	3.59	2.83
March 2008*	2.95	2.59
April 2008*	3.07	2.60

	2007	2006
	($’000)	($’000)
Audit fees	516	357
Audit-related fees	153	150
Tax fees	43	18
All other fees	88	105
Total	800	630

1.1	Memorandum of Association of the Group(16)
1.2	Articles of Association of the Group(17)
2.1	Form of Deposit Agreement, dated as of March 29, 1993, among the Group,Citibank, N.A., as Depositary, and all holders from time to time of American Depositary Receipts issued thereunder(1)
2.2	Amendment No. 1 to Deposit Agreement, dated as of October 8, 1998, among the Group, Citibank, N.A., as Depositary, and all holders from time to time of the American Depositary Receipts issued thereunder(2)
2.3	Amendment No. 2 to Deposit Agreement, dated as of September 25,2002 among the Group, Citibank N.A., as depositary, and all holders from time to time of the American Depositary Receipts issued thereunder(3)
2.4	Form of Ordinary Share certificate(10)
2.5	Form of American Depositary Receipt evidencing ADSs (included in Exhibit 2.3)(3)
2.6	Registration Rights Agreement, dated as of October 21, 1998, by and among Ethical Holdings plc and Monksland Holdings B.V.(10)
2.7	Amendment No. 1 to Registration Rights Agreement and Waiver, dated January 27, 2003, by and among the Group, Elan International Services, Ltd. and Monksland Holdings B.V.(10)
2.8	Second Subscription Agreement, dated as of November 1999, among Ethical Holdings PLC, Monksland Holdings B.V. and Elan Corporation PLC(4)
2.9	Purchase Agreement, dated as of June 16, 2000, by and among the Group and the Purchasers named therein(4)
2.10	Registration Rights Agreement, dated as of November 24, 2000, by and between the Group and Laxdale Limited(5)
2.11	Form of Subscription Agreement, dated as of January 27, 2003 by and among the Group and the Purchasers named therein(10) (The Group entered into twenty separate Subscription Agreements on January 27, 2003 all substantially similar in form and content to this form of Subscription Agreement.).
2.12	Form of Registration Rights Agreement, dated as of January 27, 2003 between the Group and the Purchasers named therein (10) (The Group entered into twenty separate Registration Rights Agreements on January 27, 2003 all substantially similar in form and content to this form of Registration Rights Agreement.).
2.13	Securities Purchase Agreement dated as of December 16, 2005 by and among the Group and the purchasers named therein(16)
4.1	Amended and Restated Asset Purchase Agreement dated September 29, 1999 between Elan Pharmaceuticals Inc. and the Group(10)

4.2	Variation Agreement, undated, between Elan Pharmaceuticals Inc. and the Group(10)
4.3	License Agreement, dated November 24, 2000, between the Group and Laxdale Limited(6)
4.4	Option Agreement, dated as of June 18, 2001, between Elan Pharma International Limited and the Group(7)
4.5	Deed of Variation, dated January 27, 2003, between Elan Pharma International Limited and the Group(10)
4.6	Lease, dated August 6, 2001, between the Group and LB Strawberry LLC(7)
4.7	Amended and Restated Distribution Marketing and Option Agreement, dated September 28, 2001, between Elan Pharmaceuticals, Inc. and the Group(8)
4.8	Amended and Restated License and Supply Agreement, dated March 29, 2002, between Eli Lilly and Group and the Group(10)†
4.9	Deed of Variation, dated January 27, 2003, between Elan Pharmaceuticals Inc. and the Group(10)
4.10	Stock and Intellectual Property Right Purchase Agreement, dated November 30, 2001, by and among Abriway International S.A., Sergio Lucero, Francisco Stefano, Amarin Technologies S.A., Amarin Pharmaceuticals Company Limited and the Group(7)
4.11	Stock Purchase Agreement, dated November 30, 2001, by and among Abriway International S.A., Beta Pharmaceuticals Corporation and the Group(7)
4.12	Novation Agreement, dated November 30, 2001, by and among Beta Pharmaceuticals Corporation, Amarin Technologies S.A. And the Group(7)
4.13	Loan Agreement, dated September 28, 2001, between Elan Pharma International Limited and the Group(8)
4.14	Deed of Variation, dated July 19, 2002, amending certain provisions of the Loan Agreement between the Group and Elan Pharma International Limited (10)
4.15	Deed of Variation No. 2, dated December 23, 2002, between The Group and Elan Pharma International Limited(10)
4.16	Deed of Variation No. 3, dated January 27, 2003, between the Group and Elan Pharma International Limited(10)
4.17	The Group 2002 Stock Option Plan(17)
4.18	Agreement Letter, dated October 21, 2002, between the Group and Security Research Associates, Inc.(10)
4.19	Agreement, dated January 27, 2003, among the Group, Elan International Services, Ltd. and Monksland Holdings B.V.(10)
4.20	Master Agreement, dated January 27, 2003, between Elan Corporation, plc.,Elan Pharma International Limited, Elan International Services, Ltd., Elan Pharmaceuticals, Inc., Monksland Holdings B.V. and the Group(10)
4.21	Form of Warrant Agreement, dated March 19, 2003, between the Group and individuals designated by Security Research Associates, Inc.(10) (The Group entered into seven separate Warrant Agreements on March 19, 2003 all substantially similar in form and content to this form of Warrant Agreement).
4.22	Sale and Purchase Agreement, dated March 14, 2003, between F.Hoffmann — La Roche Ltd.,Hoffmann — La Roche Inc And the Group(10)†
4.23	Share Subscription and Purchase Agreement dated October 28, 2003 among the Group, Amarin Pharmaceuticals Company Limited, Watson Pharmaceuticals, Inc. and Lagrummet December NR 911 AB (under name change to WP Holdings AB)(12)
4.24	Asset Purchase Agreement dated February 11, 2004 between the Group, Amarin Pharmaceuticals Company Limited and Valeant Pharmaceuticals International(12)†
4.25	Amendment No. 1 to Asset Purchase Agreement dated February 25, 2004 between the Group, Amarin Pharmaceuticals Company Limited and Valeant Pharmaceuticals International(12)
4.26	Development Agreement dated February 25, 2004 between the Group and Valeant Pharmaceuticals International(12)
4.27	Settlement Agreement dated February 25, 2004 among Elan Corporation plc, Elan Pharma International Limited, Elan International Services, Ltd, Elan Pharmaceuticals, Inc., Monksland Holdings BV and the Group(12)
4.28	Debenture dated August 4. 2003 made by the Group in favour of Elan Corporation plc as Trustee(12)
4.29	Debenture Amendment Agreement dated December 23, 2003 between the Group and Elan Corporation plc as Trustee(12)
4.30	Debenture Amendment Agreement No. 2 dated February 24, 2004 between the Group and Elan Corporation plc as Trustee(12)
4.31	Loan Instrument dated February 25, 2004 executed by Amarin in favor of Elan Pharma International Limited(12)
4.32	Amended and Restated Master Agreement dated August 4, 2003 among Elan Corporation plc, Elan Pharma International Limited, Elan International Services, Ltd., Elan Pharmaceuticals, Inc., Monksland Holdings BV and the Group (11)(12)
4.33	Amended and Restated Option Agreement dated August 4, 2003 between the Group and Elan Pharma International Limited (11)(12)
4.34	Deed of Variation No. 2, dated August 4, 2003, to the Amended and Restated Distribution, Marketing and Option Agreement between Elan Pharmaceuticals, Inc. and the Group(11)(12)
4.35	Deed of Variation No. 4, dated August 4, 2003, to Loan Agreement between the Group and Elan Pharma International Limited (11)(12)

4.36	Amendment Agreement No. 1, dated August 4, 2003, to Amended and Restated Asset Purchase Agreement among Elan International Services, Ltd., Elan Pharmaceuticals, Inc. and theGroup(11)(12)
4.37	Warrant dated February 25, 2004 issued by the Group in favor of the Warrant Holders named therein(12)
4.38	Amendment Agreement dated December 23, 2003, between Elan Corporation plc, Elan Pharma International Limited, Elan Pharmaceuticals, Inc., Monksland Holdings BV and the Group(11)(12)
4.39	Bridging Loan Agreement dated December 23, 2003 between the Group and Elan Pharmaceuticals, Inc.(11)(12)
4.40	Agreement dated December 23, 2003 between the Group and Elan Pharma International Limited, amending the Amended and Restated Option Agreement dated August 4, 2003(11)(12)
4.41	Form of Subscription Agreement, dated as of October 7, 2004 by and among the Group and the Purchasers named therein(13) (The Group entered into 14 separate Subscription Agreements on October 7, 2004 all substantially similar in form and content to this form of Subscription Agreement.)
4.42	Form of Registration Rights Agreement, dated as of October 7, 2004 between the Group and the Purchasers named therein(13) (The Group entered into 14 separate Registration Rights Agreements on October 7, 2004 all substantially similar in form and content to this form of Registration Rights Agreement.)
4.43	Share Purchase Agreement dated October 8, 2004 between the Group,Vida Capital Partners Limited and theVendors named therein relating to the entire issued share capital of Laxdale Limited(13)
4.44	Escrow Agreement dated October 8, 2004 among the Group, Belsay Limited and Simcocks Trust Limited as escrow agent(13)
4.45	Loan Note Redemption Agreement dated October 14, 2004 between Amarin Investment Holding Limited and the Group(13)
4.46	Settlement agreement dated 27 September 2004 between the Group and Valeant Pharmaceuticals International(14)†
4.47	Exclusive License Agreement dated October 8, 2004 between Laxdale and Scarista Limited pursuant to which Scarista has the exclusive right to use certain of Laxdale’s intellectual property(14)†
4.48	Clinical Supply Agreement between Laxdale and Nisshin Flour Milling Co.,Limited dated 27th October 1999(14)†
4.49	Clinical Trial Agreement dated March 18, 2005 between Amarin Neuroscience Limited and the University of Rochester. Pursuant to this agreement the University is obliged to carry out or to facilitate the carrying out of a clinical trial research study set forth in a research protocol on AMR 101 in patients with Huntington’s disease(14)†
4.50	Loan Note Redemption Agreement dated May, 2005 between Amarin Investment Holding Limited and the Group.(14)
4.51	Services Agreement dated June 16, 2005 between Icon Clinical Research Limited and Amarin Neuroscience Limited.(15)
4.52	Employment Agreement with Alan Cooke, dated May 12, 2004 and amended September 1, 2005.(16)
4.53	Clinical Supply Extension Agreement dated December 13, 2005 to Agreement between Amarin Pharmaceuticals Ireland Limited and Amarin Neuroscience Limited and Nisshin Flour Milling Co.†(17)
4.54	Securities Purchase Agreement dated May 20, 2005 between the Company and the purchasers named therein. The Company entered into 34 separate Securities Purchase Agreements on May 18, 2005 and in total issued 13,677,110 ordinary shares to management, institutional and accredited investors. The purchase price was $1.30 per ordinary share.(17)
4.55	Securities Purchase Agreement dated January 23, 2006 between the Company and the purchasers named therein. The Company entered into 2 separate Securities Purchase Agreements on January 23, 2006 and in total issued 840,000 ordinary shares to accredited investors. The purchase price was $2.50 per ordinary share.(17)

4.56	Assignment Agreement dated May 17, 2006 between Amarin Pharmaceuticals Ireland Limited and Dr Anthony Clarke, pursuant to which, Amarin Pharmaceuticals Ireland Limited acquired the global rights to a novel oral formulation of Apomorphine for the treatment of “off” episodes in patients with advanced Parkinson’s disease.(17)
4.57	Amendment (Change Order Numer 2), dated June 8, 2006 to Services Agreement dated June 16, 2005 between Icon Clinical Research Limited and Amarin Neuroscience Limited.*
4.58	Lease Agreement dated July 4, 2006 between Amarin Neuroscience Limited and Magdalen Development Company Limited and Prudential Development Management Limited. Pursuant to this agreement, Amarin Neuroscience Limited took a lease of a premises at the South West Wing First Floor Office Suite, The Magdalen Centre North, The Oxford Science Park, Oxford, England.(17)
4.59	Securities Purchase Agreement dated October 18, 2006 between the Company and the purchasers named therein. The Company entered into 32 separate Securities Purchase Agreements on October 18, 2006 and in total issued 8,965,600 ordinary shares to institutional and accredited investors. The purchase price was $2.09 per ordinary share(17)
4.60	Master Services Agreement dated November 15, 2006 between Amarin Pharmaceuticals Ireland Limited and Icon Clinical Research (U.K.) Limited. Pursuant to this agreement, Icon Clinical Research (U.K.) Limited agreed to provide due diligence services to Amarin Pharmaceuticals Ireland Limited on ongoing licensing opportunities on an ongoing basis.(17)
4.61	Amendment dated December 8, 2006 to Clinical Trial Agreement dated March 18, 2005 between Amarin Neuroscience Limited and the University of Rochester.†(17)
4.62	Agreement dated January 18, 2007 between Neurostat Pharmaceuticals Inc. ("Neurostat"), Amarin Pharmaceuticals Ireland Limited, Amarin Corporation plc and Mr. Tim Lynch whereby the Company agreed to pay Neurostat a finder's fee relating to a potential licensing transaction and similar payments comprising upfront and contingent milestones totaling $565,000 and warrants to purchase 175,000 ordinary shares with an exercise price of $1.79 per ordinary share.*
4.63	Lease Agreement dated January 22, 2007 between the Company, Amarin Pharmaceuticals Ireland Limited and Mr. David Colgan, Mr. Philip Monaghan, Mr. Finian McDonnell and Mr. Patrick Ryan. Pursuant to this agreement, Amarin Pharmaceuticals Ireland Limited took a lease of a premises at The First Floor, Block 3, The Oval, Shelbourne Road, Dublin 4, Ireland.(17)
4.64	Amendment (Change Order Number 4), dated February 15, 2007 to Services Agreement dated June 16, 2005 between Icon Clinical Research Limited and Amarin Neuroscience Limited. (17)
4.65	Employment Agreement Amendment with Alan Cooke, dated February 21, 2007.(17)
4.66	Amendment (Change Order Number 3), dated March 1, 2007 to Services Agreement dated June 16, 2005 between Icon Clinical Research Limited and Amarin Neuroscience Limited.(17)
4.67	Development and License Agreement dated March 6, 2007 between Amarin Pharmaceuticals Ireland Limited and Elan Pharma International Limited. Pursuant to this agreement, Amarin Pharmaceuticals Ireland Limited acquired global rights to a novel nasal lorazepam formulation for the treatment of emergency seizures in epilepsy patients.* †
4.68	Consultancy Agreement dated March 9, 2007 between Amarin Corporation plc and Dalriada Limited. Under the Consultancy Agreement, Amarin Corporation plc will pay Dalriada Limited a fee of £240,000 per annum for the provision of the consultancy services. Dalriada Limited is owned by a family trust, the beneficiaries of which include our Chairman and Chief Executive Officer, Mr. Thomas Lynch, and members of his family.*
4.69	Form of Securities Purchase Agreement dated June 1, 2007 between Amarin Corporation plc and the Purchasers named therein. Amarin Corporation plc entered into 11 separate Securities Purchase Agreements on June 1, 2007 all substantially similar in form and content to this Securities Purchase Agreement pursuant to which we issued an aggregate of 6,156,406 ordinary shares to such Purchasers, including management. The purchase price was $0.60 per ordinary share.*
4.70	Equity Credit Agreement dated June 1, 2007 between Amarin Corporation plc and Brittany Capital Management. Pursuant to this agreement, Amarin has an option to draw up to $15,000,000 of funding at any time over a three year period solely at Amarin Corporation plc’s discretion.(18)
4.71	Form of Equity Securities Purchase Agreement dated December 4, 2007 between Amarin Corporation plc and the Purchasers named therein. Amarin Corporation plc entered into 19 separate Equity Securities Purchase Agreements on December 4, 2007 all substantially similar in form and content to this Equity Securities Purchase Agreement pursuant to which we issued an aggregate of 16,290,900 ordinary shares to such Purchasers, including management. The purchase price was $0.33 per ordinary share.(19)

4.72	Form of Debt Securities Purchase Agreement dated December 4, 2007 between Amarin Corporation plc and the Purchasers named therein. Amarin Corporation plc entered into 2 separate Debt Securities Purchase Agreements on December 4, 2007 both substantially similar in form and content to this Debt Securities Purchase Agreement pursuant to which we issued an aggregate of $2,750,000 of 3 year convertible loan notes to such Purchasers including management. The conversion price to convert the loan notes into ordinary shares of Amarin Corporation plc is $0.48 per ordinary share.(19)
4.73	Stock Purchase Agreement dated December 5, 2007 between Amarin Corporation plc, the selling shareholders of Ester Neurosciences Limited (“Ester”), Ester, and Medica II Management L.P. pursuant to which Amarin Corporation plc acquired the entire issued share capital of Ester. Pursuant to this agreement, Amarin Corporation plc paid initial consideration of $15,000,000, of which $5,000,000 was paid in cash and $10,000,000 was paid through the issuance of shares of Amarin Corporation plc. Additional contingent payments, valued at an aggregate of $17,000,000 are payable in the event that certain development-based milestones are successfully completed.(21)
4.74	Letter Agreement dated December 6, 2007 between Amarin Corporation plc and the Seller’s Representatives of the selling shareholders of Ester pursuant to which the definition of “Closing Date Average Buyer Stock Price” in the Stock Purchase Agreement dated December 5, 2007 described above was amended.(22)
4.75	Senior Indenture dated December 6, 2007 between Amarin Corporation plc and Wilmington Trust Company. Under this Indenture, Amarin Corporation plc may issue one or more series of senior debt securities from time to time.(19)
4.76	First Supplemental Senior Indenture dated December 6, 2007 between Amarin Corporation plc and Wilmington Trust Company. Under this Supplemental Indenture, together with the senior debt indenture dated December 6, 2007 described above, Amarin Corporation plc issued its 8% Convertible Debentures due 2010.(19)
4.77	Compromise Agreement dated December 19, 2007 between Amarin Corporation plc and Richard Stewart.(20)
4.78	Collaboration Agreement dated January 8, 2008 between Amarin Pharmaceuticals Ireland Limited and ProSeed Capital Holdings (“ProSeed”). Pursuant to this agreement, 975,000 ordinary shares in Amarin Corporation plc were issued in the form of ADSs to ProSeed in respect of fees due for investment banking advice provided to Amarin Corporation plc and Amarin Pharmaceuticals Ireland Limited on the acquisition of Ester.* †
4.79	Amendment No. 1 to Stock Purchase Agreement dated April 7, 2008 between Amarin Corporation plc and Medica II Management L.P. pursuant to which the definition of “Milestone II Time Limit Date” in the Stock Purchase Agreement dated December 5, 2007 described above was amended.*
4.80	Employment Agreement dated April 28, 2008 with Dr Declan Doogan.*
4.81	Form of Equity Securities Purchase Agreement dated May 13, 2008 between Amarin Corporation plc and the Purchasers named therein. Amarin Corporation plc entered into 9 separate Equity Securities Purchase Agreements on May 13, 2008 all substantially similar in form and content to this Securities Purchase Agreement pursuant to which we issued an aggregate of 12,173,914 Ordinary Shares and 8 Preference Shares to such Purchasers. The purchase price was $2.30 per Ordinary Share.* †
8.1	Subsidiaries of the Group*
11.1	Code of Ethics(17)
12.1	Certification of Thomas G. Lynch required by Rl 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
12.2	Certification of Alan Cooke required by Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
13.1	Certification of Thomas G. Lynch required by Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
13.2	Certification of Alan Cooke required by Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
14.1	Consent of PricewaterhouseCoopers *

*	Filed herewith

†	Confidential treatment requested (the confidential portions of such exhibits have been omitted and filed separately with the Securities and Exchange Commission)

(1)	Incorporated herein by reference to certain exhibits to the Group’s Registration Statement on Form F-1, File No. 33-58160, filed with the Securities and Exchange Commission on February 11, 1993.

(2)	Incorporated herein by reference to Exhibit (a)(i) to the Group’s Registration Statement on Post-Effective Amendment No. 1 to Form F-6, File No. 333-5946, filed with the Securities and Exchange Commission on October 8, 1998.

			Group						Company
	Note		2007			2006			2007			2006
				$’000			$’000			$’000			$’000
Non-current assets Property, plant and equipment		16		595			314			19			25
Intangible assets		15		19,916			9,636			19,916			3,765
Investments in subsidiaries		17		—			—			60,136			22,715
Available for sale investments		20		15			18			15			18
Total non-current assets				20,526			9,968			80,086			26,523

Current assets Inventory		18		—			—			—			—
Current tax recoverable		19		1,704			1,617			—			—
Other current assets		19		1,721			1,172			1,059			770
Cash and cash equivalents				18,303			36,802			17,298			34,719
Total current assets				21,728			39,591			18,357			35,489

Total assets				42,254			49,559			98,443			62,012

Non-current liabilities Borrowings		21		2,051			—			2,051			—
Provisions		24		606			110			606			110
Other liabilities		23		36			—			—			—
Total non-current liabilities				2,693			110			2,657			110

Current liabilities
Trade payables				3,462			2,096			841			396
Accrued expenses and other liabilities		22		6,733			8,625			3,430			1,814
Provisions		24		5,217			160			5,217			160
Total current liabilities				15,412			10,881			9,488			2,370

Total liabilities				18,105			10,991			12,145			2,480

Equity Capital and reserves attributable to equity holders of the Company Share capital		26		12,942			7,990			12,942			7,990
Share premium				147,171			139,313			147,171			136,587
Share based payment reserve		28		10,175			4,824			10,175			4,824
Warrant reserve				13,328			10,009			13,328			10,009
Equity component of 8% convertible debt				145			—			145			—
Capital redemption reserve				27,633			27,633			27,633			27,633
Treasury shares				(217	)		(217	)		—			—
Foreign currency translation reserve				(1,836	)		(1,261	)		832			683
Retained earnings				(185,192	)		(149,723	)		(125,928	)		(128,194	)
Total shareholders’ equity				24,149			38,568			86,298			59,532

Total shareholders’ equity and liabilities				42,254			49,559			98,443			62,012

	Share capital		Share premium			Share based payment reserve		Warrant reserve		Equity component of 8% convertible debt		Capital redemption reserve		Treasury shares			Foreign currency translation reserve			Retained earnings			Total
	US$’000		US$’000			US$’000		US$’000		US$’000		US$’000		US$’000			US$’000			US$’000			US$’000

At January 1, 2006		6,778		113,239			2,623		9,620		—		27,633		(217	)		697			(122,972	)		37,401
Share issuances		1,212		25,212			—		—		—		—		—			—			—			26,424
Share issuance costs		—		(2,450	)		—		—		—		—		—			—			—			(2,450	)
Share based compensation		—		—			2,201		—		—		—		—			—			—			2,201
Fair value of future investment right		—		3,701			—		—		—		—		—			—			—			3,701
Warrant issue/exercise		—		(389	)		—		389		—		—		—			—			—			—
Recognized income and expense:
Foreign currency translation adjustment		—		—			—		—		—		—		—			(1,958	)		—			(1,958	)
Net loss recognized directly in equity		—		—			—		—		—		—		—			(1,958	)		—			(1,958	)
Loss for the year		—		—			—		—		—		—		—			—			(26,751	)		(26,751	)
Total recognized income and expense		—		—			—		—		—		—		—			(1,958	)		(26,751	)		(28,709	)
At December 31, 2006 and January 1, 2007		7,990		139,313			4,824		10,009		—		27,633		(217	)		(1,261	)		(149,723	)		38,568
Share issuances		4,952		14,032			—		—		—		—		—			—			—			18,984
Share issuance costs		—		(948	)		—		—		—		—		—			—			—			(948	)
Share based compensation		—		—			5,351		—		—		—		—			—			—			5,351
Warrant issue/exercise		—		(2,498	)		—		3,319		—		—		—			—			—			821
Strike off of subsidiary		—		(2,728	)		—		—		—		—		—			—			2,728			—
Fair value of equity on 8% convertible debt		—		—			—		—		145		—		—			—			—			145
Recognized income and expense:
Foreign currency translation adjustment		—		—			—		—		—		—		—			(575	)		—			(575	)
Net loss recognized directly in equity		—		—			—		—		—		—		—			(575	)		—			(575	)
Loss for the year		—		—			—		—		—		—		—			—			(38,197	)		(38,197	)
Total recognized income and expense																		(575	)		(38,197	)		(38,772	)
At December 31, 2007		12,942		147,171			10,175		13,328		145		27,633		(217	)		(1,836	)		(185,192	)		24,149

	Share capital		Share premium		Share based payment reserve		Warrant reserve		Equity component of 8% convertible debt		Capital redemption reserve		Foreign currency translation reserve			Retained earnings			Total
	US$’000		US$’000		US$’000		US$’000		US$’000		US$’000		US$’000			US$’000			US$’000

At January 1, 2006		6,778		110,513		2,623		9,620		—		27,633		(235	)		(120,842	)		36,090
Share issuances		1,212		25,212		—		—		—		—		—			—			26,424
Share issuance costs		—		(2,450)		—		—		—		—		—			—			(2,450	)
Share based ompensation		—		—		2,201		—		—		—		—			—			2,201
Fair value of future investment right		—		3,701		—		—		—		—		—			—			3,701
Warrant issue/exercise		—		(389)		—		389		—		—		—			—			—
Recognized income and expense:
Foreign currency translation adjustment		—		—		—		—		—		—		918			—			918
Net loss recognized directly in equity		—		—		—		—		—		—		918			—			918
Loss for the year		—		—		—		—		—		—		—			(7,352	)		(7,352	)
Total recognized income and expense		—		—		—		—		—		—		918			(7,352	)		(6,434	)
At December 31, 2006 and January 1, 2007		7,990		136,587		4,824		10,009		—		27,633		683			(128,194	)		59,532
Share issuances		4,952		14,032		—		—		—		—		—			—			18,984
Share issuance costs		—		(950)		—		—		—		—		—			—			(950	)
Share based compensation		—		—		5,351		—		—		—		—			—			5,351
Warrant issue/exercise		—		(2,498)		—		3,319		—		—		—			—			821
Adjustment on asset acquisition		—		—		—		—		—		—		—			(371	)		(371	)
Fair value of equity on 8% convertible debt		—		—		—		—		145		—		—			—			145
Recognized income and expense:
Foreign currency translation djustment		—		—		—		—		—		—		149			—			149
Net loss recognized directly in equity		—		—		—		—		—		—		149			—			149
Profit for the year		—		—		—		—		—		—		—			2,637			2,637
Total recognized income and expense		—		—		—		—		—		—		149			2,637			2,786
At December 31, 2007		12,942		147,171		10,175		13,328		145		27,633		832			(125,928	)		86,298

Plant and equipment	5-10 years
Short leasehold	5-10 years
Fixtures and fittings	5 years
Computer equipment	3 years