-----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, EKh8PpvsClWbnFj+hn2L1eYITkZ5NzFh17pNvH/Imc84gKNra2hbUrGK59raxEAR flAIi75eKDysjK0DrtwXbA== 0000905718-09-000542.txt : 20091026 0000905718-09-000542.hdr.sgml : 20091026 20091026171421 ACCESSION NUMBER: 0000905718-09-000542 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20091026 DATE AS OF CHANGE: 20091026 GROUP MEMBERS: ABINGWORTH BIOEQUITIES MASTER FUND LIMITED GROUP MEMBERS: ABINGWORTH BIOVENTURES V CO-INVEST GROWTH EQUITY FUND LP GROUP MEMBERS: ABINGWORTH BIOVENTURES V L.P. 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-52399 FILM NUMBER: 091137456 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: Abingworth LLP CENTRAL INDEX KEY: 0001397144 IRS NUMBER: 980518585 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN BUSINESS PHONE: 44 (0)20 7534 1500 MAIL ADDRESS: STREET 1: 38 JERMYN STREET CITY: LONDON STATE: X0 ZIP: SW1Y 6DN SC 13D 1 abingworth13doct09.txt SC13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AMARIN CORPORATION PLC - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares, 50 pence par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 02311107 - -------------------------------------------------------------------------------- (CUSIP Number) John Heard Abingworth LLP Princes House 38 Jermyn Street London SW1Y 6DN +44 20 7534 1500 - -------------------------------------------------------------------------------- (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 l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Abingworth LLP 98-051-8585 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): WC (See Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: England - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 0 --------------------------------------- Shares Beneficially 8. Shared Voting Power: 17,000,000 --------------------------------------- Owned by Each Reporting 9. Sole Dispositive Power: 0 --------------------------------------- Person With 10. Shared Dispositive Power: 17,000,000 --------------------------------------- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person: 17,000,000 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 17.33% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): PN - -------------------------------------------------------------------------------- Cusip No. 02311107 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Abingworth Bioventures V Co-Invest Growth Equity Fund LP 98-057-9772 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): WC (See Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: England - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 0 --------------------------------------- Shares Beneficially 8. Shared Voting Power: 7,500,000 --------------------------------------- Owned by Each Reporting 9. Sole Dispositive Power: 0 --------------------------------------- Person With 10. Shared Dispositive Power: 7,500,000 --------------------------------------- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person: 7,500,000 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 7.65% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): PN - -------------------------------------------------------------------------------- Cusip No. 02311107 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Abingworth Bioventures V L.P. 98-051-8587 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): WC (See Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: England - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 0 --------------------------------------- Shares Beneficially 8. Shared Voting Power: 7,500,000 --------------------------------------- Owned by Each Reporting 9. Sole Dispositive Power: 0 --------------------------------------- Person With 10. Shared Dispositive Power: 7,500,000 --------------------------------------- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person: 7,500,000 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 7.65% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): PN - -------------------------------------------------------------------------------- Cusip No. 02311107 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Abingworth Bioequities Master Fund Limited 66-066-0960 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): WC (See Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: Cayman Islands - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power: 0 --------------------------------------- Shares Beneficially 8. Shared Voting Power: 2,000,000 --------------------------------------- Owned by Each Reporting 9. Sole Dispositive Power: 0 --------------------------------------- Person With 10. Shared Dispositive Power: 2,000,000 --------------------------------------- - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person: 2,000,000 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 2.04% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions): CO - -------------------------------------------------------------------------------- Item 1. Security and Issuer ------------------- This Schedule 13D relates to the ordinary shares, 50 pence par value per share (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. The Issuer's principal executive office is located at 7 Curzon Street, London W1J 5HG England. Item 2. Identity and Background ----------------------- (a) This statement is filed on behalf of: (i) Abingworth Bioventures V L.P. ("ABV V"); (ii) Abingworth Bioventures V Co-Invest Growth Equity Fund LP ("AGE"); (iii) Abingworth Bioequities Master Fund Limited ("ABE" and together with ABV V and AGE, the "Abingworth Funds"); and (iv) Abingworth LLP ("Abingworth" and together with the Abingworth Funds, the "Reporting Persons"), the investment manager of the Abingworth Funds. (b) The address of the principal business office of the Reporting Persons is Princes House, 38 Jermyn Street, London SW1Y 6DN. (c) The principal business of the Abingworth Funds is to invest in and assist growth-oriented businesses in the life science and biomedical industries. The principal business of Abingworth is to serve as the investment manager to certain investment funds, including the Abingworth Funds. (d) Neither the Reporting Persons nor any of its executive officers has, during the last five years, been convicted in a criminal proceeding. (e) Neither the Reporting Persons nor any of its executive officers has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of AGE and ABV V is a limited partnership organized under the laws of England. ABE is a corporation organized under the laws of the Cayman Islands. Abingworth is a limited liability partnership organized under the laws of England. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Pursuant to a Securities Purchase Agreement, dated as of October 12, 2009 (the "Securities Purchase Agreement"), by and among the Issuer, the Abingworth Funds and the other purchasers named therein (the "Other Purchasers" and together with the Abingworth Funds, the "Purchasers"), the Abingworth Funds acquired, at the closing of the transactions contemplated by the Securities Purchase Agreement (the "Closing"), 17,000,000 Ordinary Shares, each Ordinary Share represented by one ADS, and warrants (the "Warrants") to purchase up to an aggregate of 8,500,000 Ordinary Shares for an aggregate purchase price of $17,000,000. Each Abingworth Fund is prohibited from exercising the Warrants purchased by it, to the extent that after giving effect to such exercise, such Abingworth Fund (together with its affiliates) would beneficially own in excess of 9.99% of the Ordinary Shares outstanding immediately after giving effect to such exercise; provided that such Abingworth Fund may increase or decrease such percentage to any other percentage (or waive the applicability of the blocker) upon written notice to the Issuer; provided, further, that any such increase (or waiver) will not be effective until the sixty-first (61st) day after such notice is delivered to the Issuer. The Abingworth Funds purchased the Ordinary Shares and Warrants with their investment capital. Abingworth does not directly own any of the Ordinary Shares or the Warrants. Abingworth disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest. Each of the Abingworth Funds disclaims beneficial ownership of any of the securities reported herein, except for the securities held of record by such Abingworth Fund. Item 4. Purpose of Transaction ---------------------- The Reporting Persons acquired the securities reported herein for investment in the ordinary course of business because of their belief that the Issuer represents an attractive investment based on the Issuer's business prospects and strategy. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. Except as set forth herein, the Report Persons do not have any plan or proposal that would relate to, or result in, any of the matters set forth under subsections (a) through (j) of Item 4 of Schedule 13D. Pursuant to the Securities Purchase Agreement, (i) the Issuer issued and sold to the Abingworth Funds, and the Abingworth Funds purchased from the Issuer, at the Closing, 17,000,000 Ordinary Shares, each Ordinary Share represented by one ADS, and Warrants to purchase up to an aggregate of 8,500,000 Ordinary Shares and (ii) the Issuer issued and sold to the Other Purchasers, and the Other Purchasers purchased from the Issuer, at the Closing, 53,399,996 Ordinary Shares, each Ordinary Share represented by one ADS, and warrants to purchase up to an aggregate of 26,699,996 Ordinary Shares (the transactions specified in clauses (i) and (ii) above are referred to herein collectively as the "Private Placement"). Each Abingworth Fund is prohibited from exercising the Warrants purchased by it, to the extent that after giving effect to such exercise, such Abingworth Fund (together with its affiliates) would beneficially own in excess of 9.99% of the Ordinary Shares outstanding immediately after giving effect to such exercise; provided that such Abingworth Fund may increase or decrease such percentage to any other percentage (or waive the applicability of the blocker) upon written notice to the Issuer; provided, further, that any such increase (or waiver) will not be effective until the sixty-first (61st) day after such notice is delivered to the Issuer. The Securities Purchase Agreement contains a right of first refusal in favor of each Purchaser to purchase up to such Purchaser's Pro Rata Percentage (as defined in the Securities Purchase Agreement) of any offering (an "Equity 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, subject to certain exceptions as set forth in the Securities Purchase Agreement. To the extent any Other Purchaser elects not to exercise its right of first refusal to purchase its full Pro Rata Percentage of any Equity Offering, the Abingworth Funds shall have the first right of refusal to subscribe for and purchase any securities not subscribed for by any such Other Purchaser. The right of first refusal shall terminate with respect to a Purchaser (counting such Purchaser and its affiliates purchasing Ordinary Shares under the Securities Purchase Agreement as one Purchaser) at such time as such Purchaser (together with its affiliates) ceases to collectively own at least fifty percent (50%) of the Ordinary Shares purchased by such Purchaser and its affiliates at the Closing. Under the terms of the Securities Purchase Agreement, the Issuer has agreed to (i) prepare and file (as soon as reasonably practicable, but in no event later than sixty (60) days after the Closing (the "Filing Deadline Date")) with the Securities and Exchange Commission (the "SEC") a registration statement to register the resale of the Ordinary Shares issued in the Private Placement (including the Ordinary Shares issuable upon exercise of the warrants issued in the Private Placement) and (ii) use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC no later than 90 days (120 days in the event the registration statement is reviewed by the SEC) after the earlier of (i) the initial filing of the registration statement or (ii) the Filing Deadline Date. The Issuer will be liable for certain penalties set forth in the Purchase Agreement for the failure to meet such filing and effective date deadlines. The Purchasers also received certain "piggy-back" registration rights covering the Ordinary Shares issued in the Private Placement (including the Ordinary Shares issuable upon exercise of the warrants sold in the Private Placement). In connection with the transactions contemplated by the Securities Purchase Agreement, the Abingworth Funds entered into a Management Rights Agreement with the Issuer and certain of the Other Purchasers, whereby (i) the Abingworth Funds will have the right to nominate one designee for election to the Issuer's Board of Directors for so long as the Abingworth Funds (together with their respective affiliates) beneficially own at least five percent (5%) of the issued and outstanding Ordinary Shares of the Issuer, (ii) each Lead Investor (as defined in the Management Rights Agreement) will individually have the right to nominate one designee for election to the Issuer's Board of Directors so long as such Lead Investor beneficially owns the number of Ordinary Shares equal to at least fifty percent (50%) of the number of Ordinary Shares it purchased in the Private Placement, (iii) the Lead Investors will have the right to collectively nominate two (2) other individuals to the Issuer's Board of Directors so long as the Lead Investors, collectively as a group, beneficially own in the aggregate at least twenty-five percent (25%) of the issued and outstanding Ordinary Shares of the Issuer and (iv) the parties to the Management Rights Agreement agreed to vote their Ordinary Shares in favor of the director designees specified in the foregoing clauses (i), (ii) and (iii). By virtue of the terms of the Management Rights Agreement, the Reporting Persons and the Other Purchasers party to the Management Rights Agreement may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The Reporting Persons and the Other Purchasers party to the Management Rights Agreement are not acting as a "group", and the Reporting Persons disclaim beneficial ownership of, and any pecuniary interest in, all of the Ordinary Shares beneficially owned by the Other Purchasers party to the Management Rights Agreement. The foregoing descriptions of the Purchase Agreement, the Warrants and the Management Rights Agreement do not purport to be complete and are qualified in their entirety by the terms of such document which are incorporated herein by reference in response to this Item 4 and which, (i) in the case of the Purchase Agreement and the Form of Warrant, have been filed as exhibits to the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2008, filed with the SEC on October 22, 2009 and (ii) in the case of the Management Rights Agreement, has been filed as an exhibit to this Schedule 13D. Item 5. Interest in Securities of the Issuer ------------------------------------ (a) ABV V is the owner of record of 7,500,000 Ordinary Shares and Warrants to purchase an aggregate of 3,750,000 Ordinary Shares. ABV V may be deemed to beneficially own, in the aggregate, 7,500,000 Ordinary Shares (excluding the Warrants held by ABV V due to the 9.99% beneficial ownership blocker provision contained therein), representing approximately 7.65% of the Issuer's outstanding Ordinary Shares (based upon the 98,081,974 Ordinary Shares outstanding immediately after the consummation of the Private Placement). AGE is the owner of record of 7,500,000 Ordinary Shares and Warrants to purchase an aggregate of 3,750,000 Ordinary Shares. AGE may be deemed to beneficially own, in the aggregate, 7,500,000 Ordinary Shares (excluding the Warrants held by AGE due to the 9.99% beneficial ownership blocker provision contained therein), representing approximately 7.65% of the Issuer's outstanding Ordinary Shares (based upon the 98,081,974 Ordinary Shares outstanding immediately after the consummation of the Private Placement). ABE is the owner of record of 2,000,000 Ordinary Shares and Warrants to purchase an aggregate of 1,000,000 Ordinary Shares. ABE may be deemed to beneficially own, in the aggregate, 2,000,000 Ordinary Shares (excluding the Warrants held by ABE due to the 9.99% beneficial ownership blocker provision contained therein), representing approximately 2.04% of the Issuer's outstanding Ordinary Shares (based upon the 98,081,974 Ordinary Shares outstanding immediately after the consummation of the Private Placement). Abingworth is not the owner of record of any Ordinary Shares or Warrants to purchase Ordinary Shares. Abingworth may be deemed to beneficially own, in the aggregate, 17,000,000 Ordinary Shares (excluding any Warrants held by the Abingworth Funds due to the 9.99% beneficial ownership blocker provisions contained therein), representing approximately 17.33% of the Issuer's outstanding Ordinary Shares (based upon the 98,081,974 Ordinary Shares outstanding immediately after the consummation of the Private Placement). (b) As set forth in the cover sheets to this Schedule 13D, (i) ABV V has shared voting and dispositive power with respect to the 7,500,000 Ordinary Shares held by ABV V and has sole voting and dispositive power over none of the securities reported herein; (ii) AGE has shared voting and dispositive power with respect to the 7,500,000 Ordinary Shares held by AGE and has sole voting and dispositive power over none of the securities reported herein; (iii) ABE has shared voting and dispositive power with respect to the 2,000,000 Ordinary Shares held by ABE and has sole voting and dispositive power over none of the securities reported herein; and (iv) Abingworth has shared voting and dispositive power with respect to the 17,000,000 Ordinary Shares held by the Abingworth Funds and has sole voting and dispositive power over none of the securities reported herein. (c) Except as described in Item 3 and Item 4 of this Schedule 13D, during the past 60 days, there were no purchases or sales of Ordinary Shares, or securities convertible into or exchangeable for Ordinary Shares, by the Reporting Persons or any person or entity for which the Reporting Persons possess voting control over the securities thereof. (d) Each Abingworth Fund has the right to receive dividends from, or proceeds from the sale of, the Ordinary Shares and Warrants (including the Ordinary Shares issuable upon exercise thereof) purchased by it in the Private Placement. The limited partners or shareholders of each Abingworth Fund have the right to participate indirectly in the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares and Warrants (including the Ordinary Shares issuable upon exercise thereof) purchased by such Abingworth Fund in the Private Placement in accordance with their respective ownership interests in such Abingworth Fund. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer ---------------------------------------------------------------------- As described in Items 3 and 4 above, the Abingworth Funds purchased the Ordinary Shares and Warrants pursuant to the Securities Purchase Agreement. In connection with the transactions contemplated by the Securities Purchase Agreement, the Abingworth Funds entered into a Management Rights Agreement with the Issuer and certain of the Other Purchasers. Item 7. Material to be Filed as Exhibits -------------------------------- The following exhibits are incorporated into this Schedule 13D: Exhibit 1 Securities Purchase Agreement, dated as of October 12, 2009, by and among the Issuer, the Abingworth Funds and the Other Purchasers (incorporated by reference to Exhibit 4.94 to the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2008, as filed with the SEC on October 22, 2009). Exhibit 2 The Form of Warrant, dated as of October 16, 2009, issued by the Issuer to each purchaser party to the Securities Purchase Agreement (incorporated by reference to Exhibit 4.96 to the Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2008, as filed with the SEC on October 22, 2009). Exhibit 3 Management Rights Agreement, dated as of October 16, 2009, by and among the Issuer, the Abingworth Funds and certain of the Other Purchasers. Exhibit 4 Joint Filing Agreement, dated October 23, 2009, signed by each of the Reporting Persons in order to confirm that this statement is being filed on behalf of each of the Reporting Persons. Signature --------- Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 26, 2009 ABINGWORTH BIOVENTURES V L.P. By: Abingworth LLP, its Manager By: /s/ Timothy J. Haines --------------------------------------- Name: Timothy J. Haines Title: Partner ABINGWORTH BIOVENTURES V CO-INVEST GROWTH EQUITY FUND LP By: Abingworth LLP, its Manager By: /s/ Timothy J. Haines --------------------------------------- Name: Timothy J. Haines Title: Partner ABINGWORTH BIOEQUITIES MASTER FUND LIMITED By: /s/ John G. Heard --------------------------------------- Name: John G. Heard Title: Authorized Signatory ABINGWORTH LLP By: /s/ Timothy J. Haines --------------------------------------- Name: Timothy J. Haines Title: Partner Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). EX-99 2 jointfilagmt.txt JOING FILING AGMT SCHEDULE 13D JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Ordinary Shares, 50 pence par value per share, of Amarin Corporation plc is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below, in accordance with Rule 13d-1 under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated as of October 26, 2009 Abingworth Bioventures V L.P. By: Abingworth LLP Its: Manager By: /s/ Timothy J. Haines --------------------------------------- Name: Timothy J. Haines Title: Partner Abingworth Bioventures V Co-Invest Growth Equity Fund LP By: Abingworth LLP Its: Manager By: /s/ Timothy J. Haines --------------------------------------- Name: Timothy J. Haines Title: Partner Abingworth Bioequities Master Fund Limited By: /s/ John G. Heard --------------------------------------- Name: John G. Heard Title: Authorized Signatory Abingworth LLP By: /s/ Timothy J. Haines --------------------------------------- Name: Timothy J. Haines Title: Partner EX-99 3 deedofagmt.txt DEED OF AGMT 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. 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. 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. 5. 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. 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. 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. This Deed has been entered into and delivered as a deed on the date stated at the beginning of this Deed. [SIGNATURE PAGE FOLLOWS] 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 Title: 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 -----END PRIVACY-ENHANCED MESSAGE-----