Exhibit 4.14
EXECUTION COPY
DATED 19th July 2002
(1) AMARIN CORPORATION PLC
(2) ELAN PHARMA INTERNATIONAL LIMITED
DEED OF VARIATION
NICHOLSON GRAHAM & JONES
110 CANNON STREET LONDON EC4N 6AR
TEL: 020 7648 9000
FAX: 020 7648 9001
REF: OEW
THIS DEED OF VARIATION is made the 19th day of July 2002
BETWEEN:
(1) AMARIN CORPORATION PLC (a company incorporated in England and Wales under
number 002353920) whose registered office is at 7 Curzon Street, London
W1J 5HG ("AMARIN"); and
(2) ELAN PHARMA INTERNATIONAL LIMITED (a company incorporated in Ireland)
whose registered office is at WIL House, Shannon Business Park, Shannon,
County Clare, Ireland ("ELAN PHARMA").
WHEREAS:
(A) This Deed of Variation is supplemental to the Loan Agreement dated 28
September 2001 (the "Agreement") between the parties.
(B) The parties hereto have agreed that the Agreement should be varied by and
upon the terms of this Deed.
NOW THIS DEED WITNESSES as follows :-
1. DEFINITIONS
1.1 Unless the context otherwise requires, the words and expressions defined
in the Agreement shall have the same meaning in this Deed.
1.2 Reference to clauses herein are to clauses in the Agreement.
2. INTRODUCTION
This Deed is Supplemental to the Agreement.
3. VARIATIONS
The parties to this Deed agree that with effect from the date hereof the
Agreement shall be varied as follows:
3.1 The following definition shall be added:
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" "REFINANCING" means the acquisition by Amarin of financing by (i)
ordinary equity issued with a discount of up to 40% of the market
and/or (ii) convertible debt to be issued with a conversion price at
a premium to the market, in each case (a) in the amount of US$15
million to US$50 million and (b) for the purposes of repaying US$20
million of the Loan and providing working capital to Amarin for
general commercial purposes."
3.2 The following definition shall be deleted:
" "REPAYMENT DATE " means 30 September 2002."
3.3 Clause 2.3 (Interest) shall be varied by the addition of the words "any
part of" between the words "the period for which" and "the Loan" in the
first line of that clause.
3.4 Clause 2 shall be varied by the addition of the following clause 2.3A
between clauses 2.3 and 2.4:
"2.3A DEFAULT INTEREST
In the event that Amarin fails to pay any amount payable by it under this
Agreement on the due date, then without prejudice to any other right or
remedy Elan Pharma may have, Amarin shall additionally pay to Elan Pharma
default interest on the principal sum not paid (but not the interest
thereon) at the rate of 2 per cent. per annum ("Default Interest").
Default interest shall:
2.3A.1 be payable forthwith upon demand;
2.3A.2 be payable after judgment as well as before;
2.3A.3 accrue from day to day and be calculated on the basis of
actual days elapsed and a 365 day year; and
2.3A.4 be paid without any set-off, counterclaim, withholding or
deduction for any reason whatsoever except as required by
law."
3.5 Clause 2.4 (Repayment) shall be varied so it reads:
"REPAYMENT
The Loan shall be repaid by Amarin to Elan Pharma (or as it may direct) in
the following amounts on the following dates:
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2.4.1 US$2,500,000 on 22 July 2002 (together with all interest thereon
as calculated pursuant to clause 2.3);
2.4.2 US$17,500,000 (together with all interest thereon as calculated
pursuant to clause 2.3) on 30 September 2002; provided that in the
event that Refinancing is completed prior to 30 September 2002, the
said sum of $17,500,000 shall become immediately due and payable
together with all interest thereon as calculated pursuant to clause
2.3;
2.4.3 US$10,000,000 (together with all interest thereon as calculated
pursuant to clause 2.3) on 30 September 2003;
2.4.4 US$15,000,000 (together with all interest thereon as calculated
pursuant to clause 2.3) on 30 September 2004.
in each case without any set-off, counterclaim, withholding or deduction
for any reason whatsoever except as required by law."
3.6 Clause 2.5 (Prepayment) shall be varied by (i) the addition of the words
"which is outstanding" between the words "amount of the Loan" and "(but
not only part)" in the first line of that clause; and (ii) the deletion of
the words "the Repayment Date" in the second line of that clause and the
replacement therefor of the words "any of the dates specified in Clause
2.4."
3.7 Clause 3.1 (Covenant and Warranties) shall be varied by the addition of
the words "any part of" between the words "ensure that while" and "the
Loan" in the first line of that clause.
3.8 Clause 4 (Events of Default) shall be varied by the substitution of the
words "Each of clauses 4.1 to 4.5A below" for the words "Each of clauses
4.1 to 4.6 below".
3.9 Clause 4.1 (Failure to Pay) shall be varied by the addition at the end of
the following sentence:
"Provided that failure to pay on the due date the sum referred to in
clause 2.4.2 shall not constitute an "Event of Default" for the purposes
of clause 4.6 if Refinancing has not been completed before that date; but
failure to pay such sum, together with accrued interest and Default
Interest, by the sooner of (a) completion of the Refinancing or (b) 31
December 2002 shall constitute such an Event of Default."
3.10 Clause 4.3 (Breach of Covenant) shall be varied by the substitution of the
words "Clause 3" for the words "Clause 4".
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3.11 Clause 4 shall be varied by the addition of the following clause 4.5A
between clauses 4.5 and 4.6:
"4.5A REFINANCING
4.5A.1 Amarin fails to use its best commercial efforts to ensure
that Refinancing is completed not later than 30 September
2002; or
4.5A.2 Refinancing is not completed by 31 December 2002."
4. CONFIRMATION OF THE AGREEMENT
Save as varied by this Deed, the parties hereto confirm that the Agreement
shall continue in full force and effect in all respects.
5. EXECUTION AND DELIVERY
5.1 Each of the parties to this document intends it to be a Deed and agrees
that upon it being dated it shall be treated as having been delivered as a
Deed.
5.2 The signing of this Deed by or on behalf of the parties hereto shall
constitute an authority to their respective solicitors (or any of them) or
any agent or an employee of them to date it as a Deed on behalf of the
parties.
6. MISCELLANEOUS
6.1 This Deed may be executed in several counterparts and upon due execution
of all such counterparts by one or more parties, each counterpart shall be
deemed to be an original hereof.
6.1 The provisions of Clauses 5 (Further Assurance), 6 (General), 7
(Assignment), 8 (Notices) and 9 (Governing Law, Jurisdiction) of the
Agreement shall be incorporated into this Deed mutatis mutandis.
IN WITNESS whereof the parties have executed and delivered this Deed the date
first above written.
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EXECUTED as a DEED by )
AMARIN CORPORATION PLC )
acting by:- )
Director /s/ Richard Stewart
Secretary /s/ Jonathan Lamb
EXECUTED AS A DEED
by ELAN PHARMA INTERNATIONAL /s/ William Daniel
LIMITED /s/ David Hurley
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