-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mv2Us3T33Ynky7Ct9Q7OYt3lvvA0zjCoGD8mkobEjk+TN4GaEPkjH7qshYxBEyP2 mqIkrwLJz7d261nsThSaHQ== 0000929638-09-001495.txt : 20091027 0000929638-09-001495.hdr.sgml : 20091027 20091027101042 ACCESSION NUMBER: 0000929638-09-001495 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091027 DATE AS OF CHANGE: 20091027 GROUP MEMBERS: AIDAN KING GROUP MEMBERS: CADUCEUS PRIVATE INVESTMENTS III, LP GROUP MEMBERS: DR. JAMES I. HEALY GROUP MEMBERS: ENA PROSSER GROUP MEMBERS: ERIC P. BUATOIS GROUP MEMBERS: FOUNTAIN HEALTHCARE PARTNERS FUND 1, L.P. GROUP MEMBERS: FOUNTAIN HEALTHCARE PARTNERS LTD. GROUP MEMBERS: JULIET TAMMENOMS BAKKER GROUP MEMBERS: JUSTIN LYNCH GROUP MEMBERS: LONGITUDE CAPITAL ASSOCIATES, L.P. GROUP MEMBERS: LONGITUDE CAPITAL PARTNERS, LLC GROUP MEMBERS: LONGITUDE VENTURE PARTNERS, L.P. GROUP MEMBERS: MANUS ROGAN GROUP MEMBERS: MICHAEL F. POWELL, PH.D. GROUP MEMBERS: ORBIMED ADVISORS LLC GROUP MEMBERS: ORBIMED ASSOCIATES III, LP GROUP MEMBERS: ORBIMED CAPITAL GP III LLC GROUP MEMBERS: PATRICK ENRIGHT GROUP MEMBERS: SAMUEL D. ISALY GROUP MEMBERS: SOFINNOVA MANAGEMENT VII, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMARIN CORP PLC\UK CENTRAL INDEX KEY: 0000897448 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52399 FILM NUMBER: 091138281 BUSINESS ADDRESS: STREET 1: FIRST FLOOR, BLOCK 3, THE OVAL, STREET 2: SHELBOURNE ROAD, BALLSBRIDGE CITY: DUBLIN STATE: L2 ZIP: 00000 BUSINESS PHONE: 353 1 6699 020 MAIL ADDRESS: STREET 1: FIRST FLOOR, BLOCK 3, THE OVAL, STREET 2: SHELBOURNE ROAD, BALLSBRIDGE CITY: DUBLIN STATE: L2 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: AMARIN PHARMACEUTICALS PLC DATE OF NAME CHANGE: 20000201 FORMER COMPANY: FORMER CONFORMED NAME: ETHICAL HOLDINGS PLC DATE OF NAME CHANGE: 19930322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFINNOVA VENTURE PARTNERS VII L P CENTRAL INDEX KEY: 0001380734 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 140 GEARY ST 10TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: 415-228-3390 MAIL ADDRESS: STREET 1: 140 GEARY ST 10TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94108 SC 13D/A 1 sofinnova_a2sc13da26oct09.htm AMENDMENT NO. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(AMENDMENT NO. 2)*

Amarin Corporation plc

(Name of Issuer)

Ordinary Shares, 50 pence par value per share

(Title of Class of Securities)

02311107

(CUSIP Number)

Nathalie Auber

Sofinnova Ventures, Inc.

140 Geary Street, 10th Floor

San Francisco, CA 94108

(415) 228-3393

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 16, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 02311107

Page 1 of 25

1	NAMES OF REPORTING PERSONS. Sofinnova Venture Partners VII, L.P. (“Sofinnova”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		7	SOLE VOTING POWER 14,086,958*, except that Sofinnova Management VII, L.L.C. (“SMVII”), the general partner of Sofinnova, may be deemed to have shared voting power, and Michael F. Powell, Ph.D. (“Powell”), James I. Healy, M.D., Ph.D. (“Healy”), and Eric P. Buatois (“Buatois”), the managing members of SMVII, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
WITH		8	SHARED VOTING POWER See response to row 7 and response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 14,086,958*, except that SMVII, the general partner of Sofinnova, may be deemed to have shared dispositive power, and Powell, Healy and Buatois, the managing members of SMVII, may be deemed to have shared power to dispose of these shares.
		10	SHARED DISPOSITIVE POWER See response to row 9.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,086,958*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.77%**
14	TYPE OF REPORTING PERSON (See instructions) PN

*Includes 3,500,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA (as defined below) as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 2 of 25

1	NAMES OF REPORTING PERSONS. Sofinnova Management VII, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON		8	SHARED VOTING POWER 14,086,958*, which are owned directly by Sofinnova. SMVII, the general partner of Sofinnova, may be deemed to have shared voting power, and Powell, Healy and Buatois, the managing members of SMVII, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
WITH		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 14,086,958*, which are owned directly by Sofinnova. SMVII, the general partner of Sofinnova, may be deemed to have shared dispositive power, and Powell, Healy and Buatois, the managing members of SMVII, may be deemed to have shared power to dispose of these shares.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,086,958*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.77%**
14	TYPE OF REPORTING PERSON (See instructions) OO

*Includes 3,500,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 3 of 25

1	NAMES OF REPORTING PERSONS. Michael F. Powell, Ph.D.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON		8	SHARED VOTING POWER 14,086,958*, which are owned directly by Sofinnova. SMVII, the general partner of Sofinnova, may be deemed to have shared voting power, and Powell, Healy and Buatois, the managing members of SMVII, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
WITH		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 14,086,958*, which are owned directly by Sofinnova. SMVII, the general partner of Sofinnova, may be deemed to have shared dispositive power, and Powell, Healy and Buatois, the managing members of SMVII, may be deemed to have shared power to dispose of these shares.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,086,958*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.77%**
14	TYPE OF REPORTING PERSON (See instructions) IN

*Includes 3,500,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 4 of 25

1	NAMES OF REPORTING PERSONS. Dr. James I. Healy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING PERSON		8	SHARED VOTING POWER 14,086,958*, which are owned directly by Sofinnova. SMVII, the general partner of Sofinnova, may be deemed to have shared voting power, and Healy, Powell and Buatois, the managing members of SMVII, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 14,086,958*, which are owned directly by Sofinnova. SMVII, the general partner of Sofinnova, may be deemed to have shared dispositive power, and Healy, Powell and Buatois, the managing members of SMVII, may be deemed to have shared power to dispose of these shares.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,086,958*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.77%**
14	TYPE OF REPORTING PERSON (See instructions) IN

*Includes 3,500,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 5 of 25

1	NAMES OF REPORTING PERSONS. Eric P. Buatois
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION French Citizen / U.S. Permanent Resident
NUMBER OF SHARES		7	SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH REPORTING PERSON		8	SHARED VOTING POWER 14,086,958*, which are owned directly by Sofinnova. SMVII, the general partner of Sofinnova, may be deemed to have shared voting power, and Buatois, Healy and Powell, the managing members of SMVII, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
WITH		9	SOLE DISPOSITIVE POWER
		10	SHARED DISPOSITIVE POWER 14,086,958*, which are owned directly by Sofinnova. SMVII, the general partner of Sofinnova, may be deemed to have shared dispositive power, and Buatois, Healy and Powell, the managing members of SMVII, may be deemed to have shared power to dispose of these shares.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,086,958*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.77%**
14	TYPE OF REPORTING PERSON (See instructions) IN

*Includes 3,500,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 6 of 25

1	NAMES OF REPORTING PERSONS. Caduceus Private Investments III, LP (“Caduceus”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b)o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING		7	SOLE VOTING POWER 13,631,051*, except that OrbiMed Capital GP III LLC (“OrbiMed Capital”), the general partner of Caduceus, may be deemed to have shared voting power, and Samuel D. Isaly (“Isaly”), the managing partner of OrbiMed Capital, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
PERSON WITH		8	SHARED VOTING POWER See response to row 7 and response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 13,631,051*, except that OrbiMed Capital, the general partner of Caduceus, may be deemed to have shared dispositive power, and Isaly, the managing partner of OrbiMed Capital, may be deemed to have shared power to dispose of these shares.
		10	SHARED DISPOSITIVE POWER See response to row 9.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,631,051*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.33%**
14	TYPE OF REPORTING PERSON (See instructions) PN

*Includes 3,466,981 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 7 of 25

1	NAMES OF REPORTING PERSONS. OrbiMed Capital GP III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b)o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON		8	SHARED VOTING POWER 13,631,051*, which are owned directly by Caduceus. OrbiMed Capital, the general partner of Caduceus, may be deemed to have shared voting power, and Isaly, the managing partner of OrbiMed Capital, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
WITH		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 13,631,051*, which are owned directly by Caduceus. OrbiMed Capital, the general partner of Caduceus, may be deemed to have shared dispositive power, and Isaly, the managing partner of OrbiMed Capital, may be deemed to have shared power to dispose of these shares.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,631,051*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.33%**
14	TYPE OF REPORTING PERSON (See instructions) OO

*Includes 3,466,981 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 8 of 25

1	NAMES OF REPORTING PERSONS. OrbiMed Associates III, LP (“OrbiMed”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b)o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING		7	SOLE VOTING POWER 129,821*, except that OrbiMed Advisors LLC (“OrbiMed Advisors”), the general partner of OrbiMed, may be deemed to have shared voting power, and Isaly, the managing partner of OrbiMed Advisors, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
PERSON WITH		8	SHARED VOTING POWER See response to row 7 and response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 129,821*, except that OrbiMed Advisors, the general partner of OrbiMed, may be deemed to have shared dispositive power, and Isaly, the managing partner of OrbiMed Advisors, may be deemed to have shared power to dispose of these shares.
		10	SHARED DISPOSITIVE POWER See response to row 9.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,821*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.13%**
14	TYPE OF REPORTING PERSON (See instructions) PN

*Includes 33,019 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 9 of 25

1	NAMES OF REPORTING PERSONS. OrbiMed Advisors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b)o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON		8	SHARED VOTING POWER 129,821*, which are owned directly by OrbiMed. OrbiMed Advisors, the general partner of OrbiMed, may be deemed to have shared voting power, and Isaly, the managing partner of OrbiMed Advisors, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
WITH		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 129,821*, which are owned directly by OrbiMed. OrbiMed Advisors, the general partner of OrbiMed, may be deemed to have shared dispositive power, and Isaly, the managing partner of OrbiMed Advisors, may be deemed to have shared power to dispose of these shares.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,821*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.13%**
14	TYPE OF REPORTING PERSON (See instructions) OO

*Includes 33,019 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 10 of 25

1	NAMES OF REPORTING PERSONS. Samuel D. Isaly
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b)o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER 13,760,872*, of which (i) 13,631,051 are owned directly by Caduceus, and OrbiMed Capital, the general partner of Caduceus, may be deemed to have shared voting power, and Isaly, the managing partner of OrbiMed Capital, may be deemed to have shared power to vote such shares, and (ii) 129,821 shares are owned directly by OrbiMed, and OrbiMed Advisors, the general partner of OrbiMed, may be deemed to have shared voting power, and Isaly, the managing partner of OrbiMed Advisors, may be deemed to have shared power to vote such shares. Also see response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 13,760,872*, of which (i) 13,631,051 are owned directly by Caduceus, and OrbiMed Capital, the general partner of Caduceus, may be deemed to have shared dispositive power, and Isaly, the managing partner of OrbiMed Capital, may be deemed to have shared power to dispose of such shares, and (ii) 129,821 shares are owned directly by OrbiMed, and OrbiMed Advisors, the general partner of OrbiMed, may be deemed to have shared dispositive power, and Isaly, the managing partner of OrbiMed Advisors, may be deemed to have shared power to dispose of such shares.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,760,872*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.45%**
14	TYPE OF REPORTING PERSON (See instructions) IN

*Includes 3,500,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 11 of 25

1	NAMES OF REPORTING PERSONS. Longitude Venture Partners, L.P. (“Longitude”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 6,336,958*, of which 6,233,797 are owned directly by Longitude and 103,161 are owned directly by Longitude Capital Associates, L.P. (“Longitude Capital Associates ”), except that Longitude Capital Associates and Longitude, as affiliates, with respect to the shares of the other, and Longitude Capital Partners, LLC (“Longitude Capital”), the general partner of Longitude and Longitude Capital Associates, may be deemed to have shared voting power, and Patrick Enright (“Enright”) and Juliet Tammenoms Bakker (“Bakker”), the managing members of Longitude Capital, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
		8	SHARED VOTING POWER See response to row 7 and response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 6,336,958*, of which 6,233,797 are owned directly by Longitude and 103,161 are owned directly by Longitude Capital Associates, except that Longitude Capital Associates and Longitude, as affiliates, with respect to the shares of the other, and Longitude Capital, the general partner of Longitude and Longitude Capital Associates, may be deemed to have shared dispositive power, and Enright and Bakker, the managing members of Longitude Capital, may be deemed to have shared power to dispose of these shares.
		10	SHARED DISPOSITIVE POWER See response to row 9.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,336,958*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.30%**
14	TYPE OF REPORTING PERSON (See instructions) PN

*Includes 1,750,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 12 of 25

1	NAMES OF REPORTING PERSONS. Longitude Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER 6,336,958*, of which 6,233,797 are owned directly by Longitude and 103,161 are owned directly by Longitude Capital Associates, except that Longitude Capital Associates and Longitude, as affiliates, with respect to the shares of the other, and Longitude Capital, the general partner of Longitude and Longitude Capital Associates, may be deemed to have shared voting power, and Enright and Bakker, the managing members of Longitude Capital, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,336,958*, of which 6,233,797 are owned directly by Longitude and 103,161 are owned directly by Longitude Capital Associates, except that Longitude Capital Associates and Longitude, as affiliates, with respect to the shares of the other, and Longitude Capital, the general partner of Longitude and Longitude Capital Associates, may be deemed to have shared dispositive power, and Enright and Bakker, the managing members of Longitude Capital, may be deemed to have shared power to dispose of these shares.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,336,958*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.30%**
14	TYPE OF REPORTING PERSON (See instructions) OO

*Includes 1,750,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 13 of 25

1	NAMES OF REPORTING PERSONS. Patrick Enright
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER 6,336,958*, of which 6,233,797 are owned directly by Longitude and 103,161 are owned directly by Longitude Capital Associates, except that Longitude Capital Associates and Longitude, as affiliates, with respect to the shares of the other, and Longitude Capital, the general partner of Longitude and Longitude Capital Associates, may be deemed to have shared voting power, and Enright and Bakker, the managing members of Longitude Capital, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,336,958*, of which 6,233,797 are owned directly by Longitude and 103,161 are owned directly by Longitude Capital Associates, except that Longitude Capital Associates and Longitude, as affiliates, with respect to the shares of the other, and Longitude Capital, the general partner of Longitude and Longitude Capital Associates, may be deemed to have shared dispositive power, and Enright and Bakker, the managing members of Longitude Capital, may be deemed to have shared power to dispose of these shares.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,336,958*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.30%**
14	TYPE OF REPORTING PERSON (See instructions) IN

*Includes 1,750,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 14 of 25

1	NAMES OF REPORTING PERSONS. Juliet Tammenoms Bakker
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER 6,336,958*, of which 6,233,797 are owned directly by Longitude and 103,161 are owned directly by Longitude Capital Associates, except that Longitude Capital Associates and Longitude, as affiliates, with respect to the shares of the other, and Longitude Capital, the general partner of Longitude and Longitude Capital Associates, may be deemed to have shared voting power, and Enright and Bakker, the managing members of Longitude Capital, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,336,958*, of which 6,233,797 are owned directly by Longitude and 103,161 are owned directly by Longitude Capital Associates, except that Longitude Capital Associates and Longitude, as affiliates, with respect to the shares of the other, and Longitude Capital, the general partner of Longitude and Longitude Capital Associates, may be deemed to have shared dispositive power, and Enright and Bakker, the managing members of Longitude Capital, may be deemed to have shared power to dispose of these shares.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,336,958*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.30%**
14	TYPE OF REPORTING PERSON (See instructions) IN

*Includes 1,750,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 15 of 25

1	NAMES OF REPORTING PERSONS. Longitude Capital Associates, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER 6,336,958*, of which 6,233,797 are owned directly by Longitude and 103,161 are owned directly by Longitude Capital Associates, except that Longitude Capital Associates and Longitude, as affiliates, with respect to the shares of the other, and Longitude Capital, the general partner of Longitude and Longitude Capital Associates, may be deemed to have shared voting power, and Enright and Bakker, the managing members of Longitude Capital, may be deemed to have shared power to vote these shares. Also see response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,336,958*, of which 6,233,797 are owned directly by Longitude and 103,161 are owned directly by Longitude Capital Associates, except that Longitude Capital Associates and Longitude, as affiliates, with respect to the shares of the other, and Longitude Capital, the general partner of Longitude and Longitude Capital Associates, may be deemed to have shared dispositive power, and Enright and Bakker, the managing members of Longitude Capital, may be deemed to have shared power to dispose of these shares.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,336,958*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.30%**
14	TYPE OF REPORTING PERSON (See instructions) PN

*Includes 1,750,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 16 of 25

1	NAMES OF REPORTING PERSONS. Fountain Healthcare Partners Fund 1, L.P. (“Fountain”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ireland
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER 7,717,391*, which are directly owned by Fountain. Fountain Healthcare Partners Ltd. (“Fountain Partners”), the general partner of Fountain, and each of Manus Rogan (“Rogan”), a managing partner of Fountain Partners, Aidan King (“King”), a managing partner of Fountain Partners, Ena Prosser (“Prosser”), a partner of Fountain Partners, and Justin Lynch (“Lynch”), a venture partner and chief financial officer of Fountain Partners, may be deemed to have shared voting power. Also see response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,717,391*, which are directly owned by Fountain. Fountain Partners, the general partner of Fountain, and each of Rogan, a managing partner of Fountain Partners, King, a managing partner of Fountain Partners, Prosser, a partner of Fountain Partners, and Lynch, a venture partner and chief financial officer of Fountain Partners, may be deemed to have shared dispositive power.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,717,391*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.62%**
14	TYPE OF REPORTING PERSON (See instructions) PN

*Includes 2,500,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 17 of 25

1	NAMES OF REPORTING PERSONS. Fountain Healthcare Partners Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ireland
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER 7,717,391*, which are directly owned by Fountain. Fountain Partners, the general partner of Fountain, and each of Rogan, a managing partner of Fountain Partners, King, a managing partner of Fountain Partners, Prosser, a partner of Fountain Partners, and Lynch, a venture partner and chief financial officer of Fountain Partners, may be deemed to have shared voting power. Also see response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,717,391*, which are directly owned by Fountain. Fountain Partners, the general partner of Fountain, and each of Rogan, a managing partner of Fountain Partners, King, a managing partner of Fountain Partners, Prosser, a partner of Fountain Partners, and Lynch, a venture partner and chief financial officer of Fountain Partners, may be deemed to have shared dispositive power.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,717,391*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.62%**
14	TYPE OF REPORTING PERSON (See instructions) OO

*Includes 2,500,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 18 of 25

1	NAMES OF REPORTING PERSONS. Manus Rogan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ireland
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER 7,717,391*, which are directly owned by Fountain. Fountain Partners, the general partner of Fountain, and each of Rogan, a managing partner of Fountain Partners, King, a managing partner of Fountain Partners, Prosser, a partner of Fountain Partners, and Lynch, a venture partner and chief financial officer of Fountain Partners, may be deemed to have shared voting power. Also see response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,717,391*, which are directly owned by Fountain. Fountain Partners, the general partner of Fountain, and each of Rogan, a managing partner of Fountain Partners, King, a managing partner of Fountain Partners, Prosser, a partner of Fountain Partners, and Lynch, a venture partner and chief financial officer of Fountain Partners, may be deemed to have shared dispositive power.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,717,391*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.62%**
14	TYPE OF REPORTING PERSON (See instructions) IN

*Includes 2,500,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 19 of 25

1	NAMES OF REPORTING PERSONS. Aidan King
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ireland
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER 7,717,391*, which are directly owned by Fountain. Fountain Partners, the general partner of Fountain, and each of Rogan, a managing partner of Fountain Partners, King, a managing partner of Fountain Partners, Prosser, a partner of Fountain Partners, and Lynch, a venture partner and chief financial officer of Fountain Partners, may be deemed to have shared voting power. Also see response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,717,391*, which are directly owned by Fountain. Fountain Partners, the general partner of Fountain, and each of Rogan, a managing partner of Fountain Partners, King, a managing partner of Fountain Partners, Prosser, a partner of Fountain Partners, and Lynch, a venture partner and chief financial officer of Fountain Partners, may be deemed to have shared dispositive power.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,717,391*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.62%**
14	TYPE OF REPORTING PERSON (See instructions) IN

*Includes 2,500,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 20 of 25

1	NAMES OF REPORTING PERSONS. Ena Prosser
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ireland
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER 7,717,391*, which are directly owned by Fountain. Fountain Partners, the general partner of Fountain, and each of Rogan, a managing partner of Fountain Partners, King, a managing partner of Fountain Partners, Prosser, a partner of Fountain Partners, and Lynch, a venture partner and chief financial officer of Fountain Partners, may be deemed to have shared voting power. Also see response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,717,391*, which are directly owned by Fountain. Fountain Partners, the general partner of Fountain, and each of Rogan, a managing partner of Fountain Partners, King, a managing partner of Fountain Partners, Prosser, a partner of Fountain Partners, and Lynch, a venture partner and chief financial officer of Fountain Partners, may be deemed to have shared dispositive power.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,717,391*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.62%**
14	TYPE OF REPORTING PERSON (See instructions) IN

*Includes 2,500,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

CUSIP No. 02311107

Page 21 of 25

1	NAMES OF REPORTING PERSONS. Justin Lynch
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions) (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See instructions) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Ireland
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		8	SHARED VOTING POWER 7,717,391*, which are directly owned by Fountain. Fountain Partners, the general partner of Fountain, and each of Rogan, a managing partner of Fountain Partners, King, a managing partner of Fountain Partners, Prosser, a partner of Fountain Partners, and Lynch, a venture partner and chief financial officer of Fountain Partners, may be deemed to have shared voting power. Also see response to Item 5(b).
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,717,391*, which are directly owned by Fountain. Fountain Partners, the general partner of Fountain, and each of Rogan, a managing partner of Fountain Partners, King, a managing partner of Fountain Partners, Prosser, a partner of Fountain Partners, and Lynch, a venture partner and chief financial officer of Fountain Partners, may be deemed to have shared dispositive power.
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,717,391*. Also see response to Item 5(a).
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See instructions) x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.62%**
14	TYPE OF REPORTING PERSON (See instructions) IN

*Includes 2,500,000 Ordinary Shares represented by American Depositary Shares which are issuable upon exercise of warrants of the Issuer that are currently exercisable.

**Based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

SCHEDULE 13D

This Amendment No. 2 to Schedule 13D relates to the beneficial ownership of ordinary shares, 50 pence par value per share (each, an “Ordinary Share,” and, collectively, the “Ordinary Shares”), of Amarin Corporation plc (the “Issuer”), each ordinary share represented by one American Depositary Share (each, an “ADS,” and, collectively, the “ADSs ”). The ADSs are listed on the Nasdaq Capital Market (“Nasdaq”). The “Reporting Persons” include: Sofinnova Venture Partners VII, L.P. (“Sofinnova”), Sofinnova Management VII, L.L.C., Michael F. Powell, Ph.D., James I. Healy, M.D., Ph.D., Eric P. Buatois, Caduceus Private Investments III, LP (“Caduceus”), OrbiMed Capital GP III LLC, OrbiMed Associates III, LP (“OrbiMed”), OrbiMed Advisors LLC, Samuel D. Isaly, Longitude Venture Partners, L.P. (“Longitude”), Longitude Capital Partners, LLC, Patrick Enright, Juliet Tammenoms Bakker, Longitude Capital Associates, L.P. (“Longitude Capital Associates”), Fountain Healthcare Partners Fund 1, L.P. (“Fountain”), Fountain Healthcare Partners Ltd., Dr. Manus Rogan, Aidan King, Ena Prosser and Justin Lynch. This Amendment No. 2 to Schedule 13D supplements or amends and restates Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D filed by the Reporting Persons on July 8, 2009, as amended by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on July 27, 2009 (the “Schedule 13D”), to update the information contained therein as a result of the closing of the 2009 SPA (as defined below). Except as set forth below, this Amendment No. 2 to Schedule 13D does not supplement, restate or amend any of the other information disclosed in the Schedule 13D. Capitalized terms not defined in this Amendment No. 2 to Schedule 13D have the meanings ascribed to them in the Schedule 13D.

ITEM 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended to reflect that (i) Eric P. Buatois is a French citizen and permanent U.S. resident and (ii) Juliet Tammenoms Bakker is a U.S. citizen. Except as described in the foregoing sentence, Item 2 does not supplement, restate or amend any of the other information disclosed in Item 2 of the Schedule 13D.

ITEM 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby supplemented to include the following:

With respect to purchases pursuant to the 2009 SPA:

Sofinnova used working capital in the aggregate amount of $7,000,000 to fund the purchase of its 7,000,000 Units (as defined below).

Caduceus used working capital in the aggregate amount of $6,933,962 to fund the purchase of its 6,933,962 Units.

OrbiMed used working capital in the aggregate amount of $66,038 to fund the purchase of its 66,038 Units.

Longitude used working capital in the aggregate amount of $3,431,226 to fund the purchase of its 3,431,226 Units.

Longitude Capital Associates used working capital in the aggregate amount of $68,774 to fund the purchase of its 68,774 Units.

Fountain used working capital in the aggregate amount of $5,000,000 to fund the purchase of its 5,000,000 Units.

ITEM 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated in its entirety to read as set forth below:

On October 12, 2009, the Issuer, Caduceus, OrbiMed, Sofinnova, Longitude, Longitude Capital Associates and Fountain (the “2009 Purchaser Reporting Persons”) and the other purchaser parties to the 2009 SPA (the “Other 2009 Purchasers,” collectively with the 2009 Purchaser Reporting Persons, the “2009 Investors” and each, individually, a “2009 Investor”) entered into a Securities Purchase Agreement (the “2009 SPA”) pursuant to which the Issuer agreed to sell an aggregate of 66.4 million units (each a “Unit”) for an aggregate purchase price of $66.4 million and to issue 4.0 million Units to certain of its creditors in consideration for the conversion of $3.6 million principal amount of convertible bridge notes. The 2009 Purchaser Reporting Persons agreed to purchase an aggregate of 22,500,000 Units. The 2009 SPA closed on October 16, 2009. Each Unit consists of one ADS and one warrant (each a “Warrant”) to purchase 0.50 of an ADS. The Warrants have a five year term and an exercise price of $1.50 per ADS. The Warrants are currently exercisable, provided however, that, at the election of a 2009 Investor, the Warrant of such 2009 Investor could provide that the maximum number of Ordinary Shares purchaseable under the Warrant upon its exercise would be limited such that after such exercise such 2009 Investor and its affiliates, in the aggregate, would own less than a specified maximum percentage of the outstanding Ordinary Shares of the Issuer. If the 2009 Investor elected to have its Warrant specify a maximum percentage, the cap may be increased or waived at the election of a 2009 Investor but such increase or waiver will not be effective until the 61st day after notice thereof is received by the Issuer. None of the 2009 Purchaser Reporting Persons elected to be subject to a maximum percentage. The number of Units acquired, and amounts paid, by each of the 2009 Purchaser Reporting Persons as part of the 2009 SPA are set forth in Item 3 above.

Pursuant to the terms of the 2009 SPA, and subject to certain terms and exceptions as described in the 2009 SPA, each 2009 Investor has a right of first refusal to purchase up to its pro rata share (based on the number of Units purchased by such 2009 Investor pursuant to the 2009 SPA divided by the aggregate number of Units sold under the 2009 SPA) of any offering by the Issuer of Ordinary Shares or any other class or series of its capital stock, or any other securities convertible or exercisable into or exchangeable for Ordinary Shares or any other class or series of capital stock of the Issuer.

Under the terms of the 2009 SPA, the Issuer agreed to file a registration statement within 60 days of the closing of the 2009 SPA covering the Ordinary Shares included in the Units and the Ordinary Shares issuable upon exercise of the Warrants included in the Units and to cause such registration statement to become effective within 90 days after the filing thereof (or 120 days in the event of a review of the registration statement by the SEC). The 2009 Investors also have piggy-back registration rights, subject to the terms and conditions described in the 2009 SPA, with respect to certain offerings by the Issuer.

Coincident with the closing under the 2009 SPA, all of the Issuer’s Preference Shares, including those held by Sofinnova, Caduceus, Orbimed and Longitude and the other holders thereof, were converted into Ordinary Shares on a one-for-one basis. As a result, the rights attributable to the Preference Shares, including the right to elect four members of the board of directors of the Issuer (the “Board”), were terminated. The investors party to the Securities Purchase Agreement with the Issuer, dated May 13, 2008 (the “2008 SPA”), which include Sofinnova, Caduceus, Orbimed, Longitude and Fountain and was previously disclosed by the Reporting Persons in the Schedule 13D, also agreed to (i) waive any preemptive rights they had with respect to the issuance of the Units under the 2009 SPA, (ii) the termination of the Second Tranche contemplated by the 2008 SPA and (iii) the termination of their right of first refusal to purchase up to their pro rata share of any offering by the Issuer of Ordinary Shares or any other class or series of capital stock, or any other security convertible into or exchangeable for Ordinary Shares or any other class or series of capital stock, and (iv) the termination of their registration rights under the 2008 SPA. As a result of the termination of foregoing rights, and the transactions reported in this Schedule 13D, the Schedule 13D filed by the Reporting Persons and the other reporting persons included therein with the Securities and Exchange Commission on May 29, 2008 (the “2008 Schedule 13D”) has been superseded. The reporting persons in the 2008 Schedule 13D no longer constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In connection with the transactions contemplated by the 2009 SPA, the Issuer, the 2009 Purchaser Reporting Persons and certain of the Other 2009 Purchasers entered into a Management Rights Deed of Agreement (the “Management Agreement”), pursuant to which the Issuer agreed to cause the Board to nominate for election to the Board (i) one director designated by each of (x) Caduceus (and its affiliates, including Orbimed), (y) Sofinnova (and its affiliates) and (z) Fountain (and its affiliates), for so long as such party (each a “Lead Investor” and together, the “Lead Investors”) and its affiliates, in the aggregate, beneficially owns a number of Ordinary Shares equal to at least 50% of the Ordinary Shares purchased by it under the 2009 SPA, (ii) two independent directors designated by the Lead Investors, for so long as the Lead Investors and their respective affiliates beneficially own in the aggregate a number of Ordinary Shares equal to at least 25% of the outstanding Ordinary Shares of the Issuer and (iii) a director designated by Abingworth LLP and its affiliates (“Abingworth”), for so long as Abingworth beneficially owns in the aggregate a number of Ordinary Shares equal to at least 5% of the outstanding Ordinary Shares of the Issuer. Each of the 2009 Purchaser Reporting Persons and the Other 2009 Purchasers party to the Management Agreement agreed to vote all Ordinary Shares and ADSs held by such 2009 Purchaser Reporting Person or Other 2009 Purchaser in favor of the election to the Board of the directors designated by the Lead Investors and Abingworth.

In accordance with the terms of the 2009 SPA and the Management Agreement, Dr. James Healy, as the designee of Sofinnova, and Dr. Carl L. Gordon, as the designee of Caduceus and Orbimed, continued as members of the Board and Manus Rogan, as the designee of Fountain, and Dr. Joseph Anderson, as the designee of Abingworth, were appointed by the Board to fill vacant Board seats. Although they have not yet done so, the Lead Investors have the right to designate the two independent directors for election or appointment to the Board at any time.

As a closing condition to the 2009 SPA, the Issuer agreed to enter into severance, retention and/or employment agreements with certain officers and employees that were satisfactory to the Lead Investors, Longitude and Abingworth. Following the closing of the 2009 SPA, Dr. William Mason, Dr. John Climax and Anthony Russell-Roberts resigned as members of the Board, Thomas Lynch stepped down as chief executive officer of the Issuer, but continues as Chairman of the Board, and Dr. Declan Doogan assumed the role of interim chief executive officer of the Issuer. In addition, the Issuer entered into Compromise Agreements with ten employees, including Alan Cooke, chief financial officer of the Issuer, pursuant to which each such employee will be terminated on the future date set forth in his Compromise Agreement.

The foregoing descriptions of the 2009 SPA and Management Agreement are each qualified in their entirety by the 2009 SPA and Management Agreement which are included hereto as Exhibit C and Exhibit D, respectively, and are incorporated herein by reference.

The Reporting Persons purchased the Units for investment purposes. Except as described in this Item 4, the Reporting Persons have no present plans or proposals which relate or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change to the present capitalization or dividend policy of the Issuer, (f) any other material change in the Issuer’s business or corporate structure, (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any actions similar to any of those enumerated above.

ITEM 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

The percentages of beneficial ownership set forth below are based on 98,801,974 Ordinary Shares outstanding following the closing of the 2009 SPA as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 19, 2009.

(a)Please see rows 7-11 and 13 of the cover page for each Reporting Person.

The Reporting Persons may be deemed to beneficially own in the aggregate 41,902,179 Ordinary Shares, which includes 11,250,000 Ordinary Shares represented by ADSs which are issuable upon the exercise of Warrants that are currently exercisable, or 38.07% of the outstanding Ordinary Shares of the Issuer (including, for purposes of this calculation, the Ordinary Shares represented by the ADSs issuable upon exercise of the Warrants held by the Reporting Persons). Although the Reporting Persons acknowledge that they may be deemed to be a “group” within the meaning of Section 13(d)(3) of the Exchange Act, each of the Reporting Persons disclaims beneficial ownership of the Ordinary Shares beneficially owned by each of the other Reporting Persons.

The 2009 Purchaser Reporting Persons and the Other 2009 Purchasers party to the Management Agreement beneficially own in the aggregate 87,328,656 Ordinary Shares, which includes 25,895,878 Ordinary Shares represented by ADSs which are issuable upon the exercise of Warrants that are currently exercisable, or 70.03% of the outstanding Ordinary Shares of the Issuer (including, for purposes of this calculation, the Ordinary Shares represented by the ADSs issuable upon exercise of the 25,895,878 Warrants). As a result of the Management Agreement, some or all of the parties thereto may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act. Each of the 2009 Purchaser Reporting Persons disclaims beneficial ownership of Ordinary Shares beneficially owned by any of the Other 2009 Purchasers party to the Management Agreement.

The name and beneficial ownership, to the knowledge of the Reporting Persons, of the Other 2009 Purchasers party to the Management Agreement is as set forth in the table below:

Name	Ordinary Shares Beneficially Owned (including warrants that such party may hold)	Percentage
Abingworth Bioventures V L.P.	11,250,000	10.97%
Abingworth Bioventures V Co-Invest Growth Equity Fund LP	11,250,000	10.97%
Abingworth Bioequities Master Fund Limited	3,000,000	3.01%
Boxer Capital LLC	4,875,000	4.85%
David Brabazon	561,666	0.57%
Thomas G. Lynch	1,680,802	1.70%
Dr. Simon Kukes	1,934,009	1.95%
Stichting Depositary APG Developed Markets Equity Pool	10,875,000	10.62%

(b) Please see rows 7-11 and 13 of the cover page for each Reporting Person.

In addition, please see the description of the Management Agreement in Item 4 above.

(c) Except as described in this Schedule 13D, during the last sixty days, none of the Reporting Persons has effected a transaction involving the Ordinary Shares of the Issuer.

(d) Not applicable.

(e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented to include the following:

Please see the descriptions of the 2009 SPA and the Management Agreement above which are incorporated herein by reference.

ITEM 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

	Exhibit No.	Description
	Exhibit A (1)	Agreement of Joint Filing
	Exhibit B (2)	Securities Purchase Agreement, dated May 13, 2008
	Exhibit C (3)	Securities Purchase Agreement, dated October 12, 2009
	Exhibit D*	Management Rights Deed of Agreement

* Filed herewith.

(1) Incorporated by reference to Exhibits A of the Schedule 13D filed by the Reporting Persons on July 8, 2009.

(2) Incorporated by reference to Exhibit 4.81 of the Issuer’s Form 20-F filed with the Securities and Exchange Commission on May 19, 2008.

(3) Incorporated by reference to Exhibit 4.94 of the Issuer’s Form 20-F filed with the Securities and Exchange Commission on October 22, 2009.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: October 27, 2009

SOFINNOVA VENTURE PARTNERS VII, L.P.

a Delaware Limited Partnership

By: Sofinnova Management VII, L.L.C.

a Delaware Limited Liability Company

Its: General Partner

By: /s/ Natalie Auber

Name: Natalie Auber

Title: Attorney-in-Fact

SOFINNOVA MANAGEMENT VII, L.L.C.

a Delaware Limited Liability Company

By: /s/ Natalie Auber

Name: Natalie Auber

Title: Attorney-in-Fact

JAMES I. HEALY, M.D., PH.D.

By: /s/ Natalie Auber

Name: Natalie Auber

Title: Attorney-in-Fact

MICHAEL F. POWELL, PH.D.

By: /s/ Natalie Auber

Name: Natalie Auber

Title: Attorney-in-Fact

ERIC P. BUATOIS

By: /s/ Natalie Auber

Name: Natalie Auber

Title: Attorney-in-Fact

CADUCEUS PRIVATE INVESTMENTS III, LP

a Delaware Limited Partnership

By: OrbiMed Capital GP III LLC

a Delaware Limited Liability Company

Its: General Partner

By: /s/ Samuel D. Isaly

Name: Samuel D. Isaly

Title: Managing Partner

ORBIMED CAPITAL GP III LLC

a Delaware Limited Liability Company

By: /s/ Samuel D. Isaly

Name: Samuel D. Isaly

Title: Managing Partner

SAMUEL D. ISALY

By: /s/ Samuel D. Isaly

Name: Samuel D. Isaly

ORBIMED ASSOCIATES III, LP

a Delaware Limited Partnership

By: OrbiMed Advisors LLC

a Delaware Limited Liability Company

Its: General Partner

By: /s/ Samuel D. Isaly

Name: Samuel D. Isaly

Title: Managing Partner

ORBIMED ADVISORS LLC

a Delaware Limited Liability Company

By: /s/ Samuel D. Isaly

Name: Samuel D. Isaly

Title: Managing Partner

LONGITUDE VENTURE PARTNERS, L.P.

a Delaware Limited Partnership

By: Longitude Capital Partners, LLC

a Delaware Limited Liability Company

Its: General Partner

By: /s/ Patrick Enright

Name: Patrick Enright

Title: Managing Manager

LONGITUDE CAPITAL PARTNERS, LLC

a Delaware Limited Liability Company

By: /s/ Patrick Enright

Name: Patrick Enright

Title: Managing Manager

PATRICK ENRIGHT

By: /s/ Patrick Enright

Name: Patrick Enright

JULIET TAMMENOMS BAKKER

By: /s/ Juliet Tammenoms Bakker

Name: Juliet Tammenoms Bakker

LONGITUDE CAPITAL ASSOCIATES, L.P.

a Delaware Limited Partnership

By: Longitude Capital Partners, LLC

a Delaware Limited Liability Company

Its: General Partner

By: /s/ Patrick Enright

Name: Patrick Enright

Title: Managing Manager

FOUNTAIN HEALTHCARE PARTNERS FUND 1, L.P.

an Irish Limited Partnership

By: Fountain Healthcare Partners Ltd.

an Irish Limited Company

Its: General Partner

By: /s/ Manus Rogan

Name: Manus Rogan

Title: Managing Partner

FOUNTAIN HEALTHCARE PARTNERS LTD.

an Irish Limited Company

By: /s/ Manus Rogan

Name: Manus Rogan

Title: Managing Partner

MANUS ROGAN

By: /s/ Manus Rogan

Name: Manus Rogan

AIDAN KING

By: /s/ Aidan King

Name: Aidan King

ENA PROSSER

By: /s/ Ena Prosser

Name: Ena Prosser

JUSTIN LYNCH

By: /s/ Justin Lynch

Name: Justin Lynch

EX-99.A4 2 sofinnova_a2exsc13da26oct09.htm MRA

MANAGEMENT RIGHTS DEED OF AGREEMENT

THIS MANAGEMENT RIGHTS DEED OF AGREEMENT (this “Deed”) is made as of October 16, 2009 by and among:

(1) AMARIN CORPORATION PLC, a company incorporated under the laws of England and Wales (the “Company”); and

(2) The other persons and entities party hereto (each a “Purchaser,” and collectively the “Purchasers”).

RECITAL:

(A) The Company and the other persons and entities listed on the signature pages to this Deed are parties to a Securities Purchase Agreement dated as of October 12, 2009 (as amended and in effect from time to time, the “Purchase Agreement”).

(B) The Purchasers have purchased from the Company the number of the Company’s Ordinary Shares (the “Ordinary Shares”), each Ordinary Share represented by one American Depositary Share (each an “ADS”), and the number of warrants to purchase Ordinary Shares represented by ADSs (the “Warrants”) in each case as set forth opposite such Purchaser’s name on Exhibit A to the Purchase Agreement.

(C) The Purchasers and the Company wish to enter into this Deed to set forth their understanding and agreement with regard to the election and appointment of directors to the Board of Directors of the Company (the “Board”).

(D) In consideration of the mutual promises and covenants herein contained, and other consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.	DEFINITIONS

1.1	Capitalized terms used but not otherwise defined herein shall have the definitions ascribed to them in the Purchase Agreement.

“Abingworth” means Abingworth LLP and its Affiliates, including, without limitation, Abingworth Bioventures V LP, Abingworth Bioventures V Co-Invest Growth Equity Fund LP, and Abingworth Bioequities Master Fund Limited;

“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). Without limiting the foregoing, in the case of Abingworth, “Affiliate” shall include Abingworth’s managed accounts;

“Designated Director” shall mean in respect of each Lead Investor and Abingworth, each person whom such Purchaser has designated for nomination or appointment to the Board pursuant to this Deed;

“Investor” means each Purchaser together with and on behalf of its Affiliates from time to time holding or controlling Voting Securities;

“Lead Investors” means the Lead Investors other than Longitude Venture Partners L.P. and its Affiliates;

“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); and

“Voting Securities” means with respect to each Investor, the ADSs and Ordinary Shares (including ADSs and Ordinary Shares issued upon the exercise of Warrants) at the time held of record by such Investor or as to which it has voting control.

2.	NOMINATION AND ELECTION OF DIRECTORS

2.1

For so long as a Lead Investor, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least fifty percent (50%) of the number of Ordinary Shares it purchased at Closing, determined severally as to each Lead Investor, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) each Designated Director specified by such Lead Director.

2.2

For so long as the Lead Investors, together with their Affiliates owning or controlling Voting Securities, beneficially own in the aggregate, at least twenty-five percent (25%) of the then issued and outstanding Ordinary Shares of the Company, determined collectively as to the Lead Investors as a group, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) two Designated Directors (both of whom will be independent) specified by the Lead Investors. The identity of said two Designated Directors shall be determined in accordance with procedures agreed among the Lead Investors.

2.3

For so long as Abingworth, together with its Affiliates owning or controlling Voting Securities, beneficially owns the number of Ordinary Shares equal to at least five percent (5%) of the then issued and outstanding Ordinary Shares of the Company, the Company will procure that the Board nominates for election to the Board in accordance with Article 110 of the Company’s Articles of Association (as amended from time to time) a Designated Director specified by Abingworth.

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2.4	Each Investor, severally and not jointly, and solely with respect to its Voting Securities, agrees that:

(a)

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 Investor shall vote (or cause to be voted) all of its Voting Securities in favor of the election to the Board of each of the Designated Directors nominated by the Lead Investors and Abingworth pursuant to this Section 2; and

(b)

such Investor shall not enter into any agreement or understanding with any Person the effect of which would be inconsistent with or would violate its obligations hereunder.

3.	DESIGNATION OF DIRECTORS

3.1	On the Closing Date, the Designated Directors shall be as follows:

(i)

Carl L. Gordon shall be the Designated Director of the Orbimed Purchasers as shown on the signature page of this Deed;

(ii)

James I. Healy shall be the Designated Director of the Sofinnova Purchaser as shown on the signature page of this Deed;

(iii)

Manus Rogan shall be the Designated Director of the Fountain Purchaser as shown on the signature page of this Deed; and

(iv)

Joseph Anderson shall be the Designated Director of the Abingworth Purchasers as shown on the signature page of this Deed.

3.2	The parties acknowledge that although the Lead Investors have not yet specified Designated Directors in accordance with Section 2.2 of this Deed, the Lead Investors reserve the right to designate such persons at any time after the date hereof.

3.3	From time to time during the term of this Deed, each Investor who is entitled to specify a Designated Director pursuant to this Deed may, in its sole discretion:

(a)

notify the Company and the other Investors in writing of its intention to remove from the Board any of its Designated Directors; or

(b)

notify the Company and the other Investors in writing of its intention to designate a new Designated Director (whether to replace a prior Designated Director or to fill a vacancy left by its prior Designated Director).

3.4

In the event of such an initiation of a removal or selection of a Designated Director under this Section 3, each other Investor shall vote its Voting Securities and/or cause its Designated Directors, if any, to exercise his or her voting rights as a director in accordance with Article 111 of the Company’s Articles of Association (as amended from time to time) as may be necessary to cause: (a) the removal from the Board of the Designated Director so specified for removal; and (b) the election to the Board of any such new Designated Director.

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4.	NO LIABILITY FOR ELECTION OF DESIGNATED DIRECTOR

None of the parties hereto and no officer, director, stockholder, partner, employee or agent of any party or its Affiliates makes any representation or warranty as to the fitness or competence of any Designated Director by virtue of such party’s execution of this Deed, such party’s nomination or designation of a Designated Director hereunder, or such party’s vote for any Designated Director pursuant to this Deed.

PROXY

To secure the obligations of the Investors to vote their Voting Securities in accordance with the provisions of this Deed, each Investor (each, a “Proxy Grantor”) hereby grants a power of attorney to each other Investor entitled hereunder to nominate or designate a Designated Director (each, a “Proxy Grantee”) as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of such Proxy Grantor’s Voting Securities to give effect to the director nomination, removal and designation rights of the Proxy Grantee hereunder, but only to the extent provided herein. Each Proxy Grantee may exercise the irrevocable proxy granted to it hereunder, in its sole discretion, at any time the Proxy Grantor fails to honor its obligations under Sections 2 or 3 hereof in respect of persons nominated or designated by such Proxy Grantee. The proxies and powers granted pursuant to this Section 5 are coupled with an interest and are given to secure the performance of each of the obligations of the Investors hereunder. Such proxies and powers shall be irrevocable with respect to each Proxy Grantee for so long as such Proxy Grantee is entitled hereunder to nominate or designate a Designated Director and shall survive the death, incompetency, disability, bankruptcy or dissolution of any Investor or any of its Affiliates.

6.	INDEMNIFICATION AGREEMENTS

For so long as any Investor shall have the right to nominate or designate a Designated Director, the Company shall have entered into and will keep in effect an indemnification agreement with each such person who becomes a director, in form and substance mutually satisfactory to the Company, Abingworth and the Lead Investors.

7.	COMPLIANCE WITH DEED AND ARTICLES

7.1

Each of the parties undertakes to each of the other parties that it will (so far as it is lawfully able) use the powers vested in it from time to time as director, officer, employee and shareholder (as the case may be) to procure that the Company complies with its Articles of Association and this Deed.

7.2	Each of the parties will procure (so far as it is lawfully able) that the Articles of Association of the Company shall not be amended so as to frustrate the purposes of the Deed.

7.3	Each of the parties undertakes to each of the other parties that it will comply with the obligations imposed on it by the Articles of Association.

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8.	TERMINATION

This Deed shall terminate only upon the unanimous written consent of the Investors who at the time have the right to nominate or designate members of the Board as provided herein.

9.	ADDITIONAL SECURITIES

For the avoidance of doubt, in the event that, subsequent to the date of this Deed, any voting shares or other voting securities are issued on, or in exchange for, any of ADSs or Ordinary Shares by reason of any stock dividend, stock split, consolidation of shares, reclassification or consolidation involving the Company, the additional Ordinary Shares, ADSs and other such shares or securities so issued shall be deemed to be Voting Securities for purposes of this Deed.

10.

MISCELLANEOUS

10.1

Successors and Assigns. The provisions of this Deed shall inure to the benefit of, and be binding upon, the successors, heirs, executors, administrators and permitted assigns of the parties hereto, provided that this Agreement may not be assigned by any party hereto except to its Affiliates owning or controlling Voting Securities and this Deed shall not be binding on Persons to whom a Purchaser transfers Voting Securities unless such transferee is an Affiliate of the transferring Purchaser. Each Purchaser (i) agrees to cause its Affiliates from time to time holding or controlling Voting Securities to comply with the provisions hereof binding on such Purchaser and its Affiliates and (ii) shall be liable to the other Investors for any breach of this Deed by its Affiliates.

10.2

Governing Law. This Deed and any non contractual obligations arising out of it shall be governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts for the purpose of hearing and determining any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed or any contractual or non-contractual obligation arising out of or in connection with this Deed) and for the purpose of enforcement of any judgment against their respective assets.

10.3

Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Deed.

10.4	Entire Agreement. This Deed and the Purchase Agreement (and the exhibits thereto) constitute the full and entire understanding and agreement among the parties with regard to the subject hereof.

10.5

Specific Performance. It is agreed and understood that monetary damages would not adequately compensate an injured party for the breach of this Deed by any party, that this Deed shall be specifically enforceable, and that any breach or threatened breach of this Deed shall be the proper subject of a temporary or permanent injunction or restraining order.

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Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

10.6

Amendment; Waiver. Neither this Deed nor any term hereof may be amended or waived other than by the unanimous consent of the Investors who at the time have the right to nominate or designate Members of the Board as provided herein; provided, however, that (i) any Investor may unilaterally waive its rights (but not its obligations) hereunder but only by a written instrument signed by such Investor, and any such waiver shall be binding only upon such Investor and (ii) no such amendment or waiver shall increase the obligations of the Company or any Investor who does not have the right to nominate or appoint a Designated Director as provided herein without the Company’s such Investor’s prior written consent, as the case may be.

10.7

Attorney’s Fees. In the event that any suit or action is instituted to enforce any provision in this Deed, the prevailing party in such dispute shall be entitled to recover from the losing party such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

10.8

Severability. If any provision of this Deed becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Deed, and such court will replace such illegal, void or unenforceable provision of this Deed with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Deed shall be enforceable in accordance with its terms.

10.9	Counterparts. This Deed may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed binding originals.

10.10

Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Deed shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on any party’s part of any breach, default or noncompliance under this Deed or any waiver on such party’s part of any provisions or conditions of the Deed must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Deed by law, or otherwise afforded to any party, shall be cumulative and not alternative.

10.11

Independent Nature of Investors’ Obligations and Rights. Nothing contained in this Deed or in the Purchase Agreement, and no action taken by any party hereto pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Deed and the Purchase Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Deed or out of the Purchase Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor has been represented by its own separate legal counsel in its review and negotiation of this Deed and the Purchase Agreement.

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This Deed has been entered into and delivered as a deed on the date stated at the beginning of this Deed.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Management Rights Deed of Agreement as a deed as of the date first above written.

The Company

Executed as a deed by

AMARIN CORPORATION PLC

By: ___________________________

Name:

Title:

The Orbimed Purchasers

Executed as a deed by

CADUCEUS PRIVATE INVESTMENTS III, LP

By: OrbiMed Capital GP III LLC

Its: General Partner

By: ___________________________

Name: Carl L. Gordon

Title: General Partner

Executed as a deed by

ORBIMED ASSOCIATES III, LP

By: OrbiMed Advisors LLC

Its: General Partner

By: ___________________________

Name: Carl L. Gordon

Title: Partner

The Sofinnovia Purchaser

Executed as a deed by

SOFINNOVA VENTURE PARTNERS VII, L.P.

By: Sofinnova Management VII, L.L.C.

Its: General Partner

By: ___________________________

Name: James I. Healy

Title: Managing General Partner

The Fountain Purchaser

Executed as a deed by

FOUNTAIN HEALTHCARE PARTNERS FUND 1, L.P.

By: Fountain Healthcare Partners Ltd.

Its: General Partner

By: ____________________________

Name: Manus Rogan

1Title: Managing Partner

The Abingworth Purchasers

Executed as a deed by

ABINGWORTH BIOVENTURES V L.P

By: Abingworth LLP

Its: Manager

By: ___________________________

Name: James Abell

Title: Partner

By: ___________________________

Name:

Title: Director/Secretary

Executed as a deed by

ABINGWORTH BIOVENTURES V

CO-INVEST GROWTH EQUITY FUND LP

By: Abingworth LLP

Its: Manager

By: ___________________________

Name: James Abell

Title: Partner

By: ___________________________

Name:

Title: Director/Secretary

Executed as a deed by

ABINGWORTH BIOEQUITIES

MASTER FUND LIMITED

By: ___________________________

Name: James Abell

Title: Authorised Signatory

By: ___________________________

Name:

Title: Director/Secretary

The Other Purchasers

Executed as a deed by

STICHTING DEPOSITARY APG

DEVELOPED MARKETS EQUITY POOL

By: ___________________________

Name:

Title:

Executed as a deed by

BIOMEDICAL OFFSHORE VALUE FUND, LTD.

By:	Great Point Partners, LLC, its Investment Manager

By: ___________________________

Name: Jeffrey R. Jay

Title: Senior Managing Member

Executed as a deed by

BIOMEDICAL VALUE FUND, L.P.

By:	Great Point Partners, LLC, its General Partner

By: ___________________________

Name: Jeffrey R. Jay

Title: Senior Managing Member

Executed as a deed by

VISIUM BALANCED MASTER FUND, LTD.

By: ___________________________

Name: Mark Gottlieb

Title: Signatory

Executed as a deed by

OPUS POINT HEALTHCARE INNOVATIONS FUND, L.P.

By: ___________________________

Name: Michael S. Weiss

Title: Manager of the Investment Manager

Executed as a deed by

OPUS POINT HEALTHCARE VALUE FUND, L.P.

By: ___________________________

Name: Michael S. Weiss

Title: Manager of the Investment Manager

Executed as a deed by

OPUS POINT HEALTHCARE (LOW NET) FUND, L.P.

By: ___________________________

Name: Michael S. Weiss

Title: Manager of the Investment Manager

Executed as a deed by

OPUS POINT CAPITAL PRESERVATION FUND, L.P.

By: ___________________________

Name: Michael S. Weiss

Title: Manager of the Investment Manager

Executed as a deed by

CAPITAL VENTURES INTERNATIONAL

By: ___________________________

Name: Martin Kobinger

Title: Investment Manager

Executed as a deed by

CUMMINGS BAY CAPITAL

By: ___________________________

Name: Michael Gregory

Title: Authorised Person

Executed as a deed by

GENEVE CORP.

By: ___________________________

Name: Michael Gregory

Title: Authorised Person

Executed as a deed by

BIOHEDGE HOLDINGS LIMITED

By: ___________________________

Name: Steven Salmon

Title: President, Rosalind Advisors, Inc.

Executed as a deed by

ROSALIND CAPITAL PARTNERS, L.P.

By: ___________________________

Name: Steven Salmon

Title: President, Rosalind Advisors, Inc.

Executed as a deed by

BOXER CAPITAL LLC

By: ___________________________

Name: Chris Fuglesang

Title: Member, Counsel

Executed as a deed by

RCG PB LTD.

By: ___________________________

Name: Jeffrey C. Smith

Title: Authorized Signatory

Executed as a deed by

RAMIUS ENTERPRISE MASTER FUND LTD.

By: ___________________________

Name: Jeffrey C. Smith

Title: Authorized Signatory

Executed as a deed by

RA CAPITAL HEALTHCARE FUND, L.P.

By: ___________________________

Name: Peter Kolchinsky

Title: Manager

Executed as a deed by

BLACKWELL PARTNERS, LLC

By: ___________________________

Name: Peter Kolchinsky

Title: Manager

Executed as a deed by

SUNNINGHILL LIMITED

By: ___________________________

Name:

Title: Director

By: ___________________________

Name:

Title: Director

Executed as a deed by

MIDSUMMER VENTURES, LP

By: ___________________________

Name: Michael Amsalem

Title: President of General Partner, Midsummer Advisors

Executed as a deed by

MIDSUMMER INVESTMENT, LIMITED

By: ___________________________

Name: Michael Amsalem

Title: Director

_______________________________

David Brabazon

_______________________________

David Hurley

_______________________________

Thomas G. Lynch

_______________________________

Dr. Simon Kukes

_______________________________

Eunan Maguire

_______________________________

Anthony Russell Roberts

Executed as a deed by

LONGITUDE VENTURE PARTNERS, L.P.

By: Longitude Capital Partners, LLC

Its: General Partner

By: ___________________________

Name: Patrick Enright

Title: Managing Director

Executed as a deed by

LONGITUDE CAPITAL ASSOCITES, L.P.

By: Longitude Capital Partners, LLC

Its: General Partner

By: ___________________________

Name: Patrick Enright

Title: Managing Director

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