and CORPORATE CONSULTANCY AGREEMENT
Exhibit 4.59
DATED 29
DAY OF MARCH 2006
(1) AMARIN
CORPORATION PLC
and
(2) DALRIADA LIMITED
INDEX
| 1 | Definitions and Interpretation | |||||
| 2 | Consultancy Services | |||||
| 3 | Duration | |||||
| 4 | Consultant’s Obligations | |||||
| 5 | Fee / Expenses | |||||
| 6 | Termination | |||||
| 7 | Use of Confidential Information | |||||
| 8 | Status and Indemnity | |||||
| 9 | Intellectual Property Rights | |||||
| 10 | Severability | |||||
| 11 | Binding on Successors and Assignments | |||||
| 12 | Variation | |||||
| 13 | Whole Agreement | |||||
| 14 | Waiver, Release and Remedies | |||||
| 15 | Notices | |||||
| 16 | Governing Law and Jurisdiction |
THIS AGREEMENT, is made on 29 March 2006
BETWEEN
| (1) | Amarin Corporation plc, a company incorporated under the laws of United Kingdom having its registered office at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (the “Company”) |
AND
| (2) | Dalriada Limited, a Bermuda exempted company limited by shares and having its registered office at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ 11, Bermuda (the “Consultant”). |
WHEREAS
| A. | The Consultant has certain skills and abilities and provides consultancy/advisory/management consultancy services which the Company wishes to avail of on a non-exclusive “as required” basis. |
| B. | The Consultant as an independent contractor is willing and hereby agrees to provide services to the Company as set out herein. |
NOW IT IS HEREBY AGREED as follows:
1 DEFINITIONS AND INTERPRETATION
Definitions
In this Agreement unless the context otherwise requires or
unless otherwise specified:
“Associated Undertaking” means any undertaking
which from time to time is a subsidiary undertaking of the
Company or is the parent undertaking of the Company or a
subsidiary undertaking of any such parent undertaking and for
the purposes of this definition “subsidiary undertaking
“and “parent undertaking” shall have the meanings
respectively given to them by Regulations 3 and 4 of the
European Communities (Companies: Group Accounts) Regulations,
1992.
“Confidential Information” means any
proprietary information of the Company or the Group, including
without prejudice to the generality of the foregoing,
information which concerns the business, finance, strategy,
organisation, suppliers or customers or research programs or
Intellectual Property of the Company or the Group, which shall
have come to the Consultant’s knowledge during the course
of this Agreement.
“Effective Date” means January 1, 2006.
“Group” means the Company and all Associated
Undertakings.
“Intellectual Property” means discoveries,
concepts, ideas and improvements to existing technology whether
or not written down or otherwise converted to tangible form,
patents, designs, trade marks, trade names, goodwill,
copyrights, all rights in inventions, designs, processes,
formulae, notations, improvements, know-how, goodwill,
reputation, moulds, get-up, computer programmes and analogous
property, plans, models, literary, dramatic, musical and
artistic works and all other forms of industrial or intellectual
property (in each case in any part of the world and whether or
not registered or registerable and to the fullest extent thereof
and for the full period thereof and all extensions and renewals
thereof) and all applications for registration thereof and all
rights and interests, present and future, thereto and therein.
“UK” means the United Kingdom.
“£” means UK Pounds.
“Services” means the consultancy services
provided by the Consultant, including but not limited to
consultancy services relating to financing and other corporate
finance matters, investor and media relations and implementation
of corporate strategy.
2 CONSULTANCY SERVICES
The Company engages the Consultant to provide the Services and
the Consultant agrees to provide the Services upon the terms and
conditions set out herein.
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3 DURATION
| 3.1 | This Agreement shall be deemed to have commenced on the Effective Date and shall be for an initial period of 1 year from the Effective Date and shall renew thereafter automatically for rolling periods of 1 year, unless at any time the Agreement is terminated by either party in accordance with clause 6. |
4 CONSULTANT’S
OBLIGATIONS
| 4.1 | For the purpose of this Agreement and the provision of the Services, the Consultant shall procure and make available to the Company the services, skills and expertise of ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and any additional or substitute persons as may be agreed between the parties hereto (“the Consultant’s Representative”). |
| 4.2 | The Consultant is retained on a non-exclusive “as required” basis to provide the Services to the Company. |
5 FEE / EXPENSES
| 5.1 | The Company will pay to the Consultant a fee of £240,000 per annum for the provision of the Services, which will be paid to the Consultant quarterly in arrears. This fee will be reviewed by the Company and the Consultant on an annual basis in advance of renewal in accordance with clause 3.1. |
| 5.2 | The Company shall reimburse the Consultant in respect of all expenses reasonably incurred in the proper performance of the Services, subject to the Consultant providing such receipts or other evidence as the Company may require. |
6 TERMINATION
| 6.1 | This Agreement may be terminated by either party giving to the other not less than three months prior notice in writing. |
| 6.2 | Each of the parties shall be entitled to forthwith terminate this Agreement if the other party: |
| 6.2.1 | shall be in breach of any of the terms of this Agreement; or | |
| 6.2.2 | goes into liquidation, receivership or Court protection or enters into an arrangement with its creditors. |
7 USE OF CONFIDENTIAL
INFORMATION
| 7.1 | The Consultant acknowledges:- |
| 7.1.1 | that the Company possesses a valuable body of Confidential Information; and | |
| 7.1.2 | that the Company will give the Consultant access to Confidential Information in order to facilitate the proper provision of the Services. |
| 7.2 | The Consultant shall and shall procure that its servants or agents (including the Consultant’s Representative) shall keep secret and shall not at any time either during the term of this Agreement, or after its termination for whatever reason, use, communicate, reveal, or cause any unauthorised disclosure to any person any of the Confidential Information. |
| 7.3 | The restrictions contained in this clause shall not apply to any disclosure required in the ordinary and proper course of the provision of the Services under this Agreement or as required by the order of a court of competent jurisdiction or an appropriate regulatory authority or any information which the Consultant can demonstrate was known to the Consultant prior to the commencement of this Agreement or is in the public domain otherwise than as a result of a breach of this clause. |
8 STATUS AND INDEMNITY
| 8.1 | It is hereby declared that the Consultant’s Representative is not and will not become an employee of the Company and it is agreed that the Consultant shall be responsible for all payments to the Consultant’s Representative for his services to the Consultant for the purposes of this Agreement and will be responsible for, if applicable, the deduction of income tax liabilities and pay related social insurance or similar contributions in respect of any payments to the Consultant’s Representative. The Consultant hereby agrees to indemnify and hold harmless the Company against any claims or demands that may be made by the relevant |
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| authorities in respect of income tax, pay related social insurance, penalties or interest relating to payments to the Consultant’s Representative in respect of his services to the Consultant for the purposes of this Agreement. |
In his capacity as the Consultant’s Representative
hereunder, the Consultant’s Representative shall not be
entitled to any fee, salary, pension, bonus, or other fringe
benefits from the Company.
| 8.2 | It is further declared that this Agreement shall not constitute or create a partnership between the parties or between either party. |
| 8.3 | It is acknowledged by the Company that the Consultant will be free to undertake activities and offer the same or other services (including the services of the Consultant’s Representative) at the same time. |
| 8.4 | The indemnity contained in this clause 8 shall remain in full force and effect notwithstanding termination by either party in any manner whatsoever. |
9 INTELLECTUAL PROPERTY
RIGHTS
| 9.1 | This clause 9 applies to any Intellectual Property produced invented or discovered by the Consultant, its servants or agents, including the Consultant’s Representative, whether alone or with any other person at any time during the term of this Agreement which relates directly to the business of the Group. |
| 9.2 | All Intellectual Property to which this clause 9 applies shall to the fullest extent permitted by law belong to, vest in and be the absolute and sole property of the Company. |
| 9.3 | The Consultant hereby undertakes in relation to any Intellectual Property to which this clause 9 applies: |
| 9.3.1 | to hold on trust for the benefit of the Company any such Intellectual Property to the extent that the same may not be, and until the same is, vested absolutely in the Company; | |
| 9.3.2 | at the expense of the Company, to execute all such documents, make such applications, give such assistance and do such acts and things as may be necessary or desirable to vest in and register or obtain letters patent in the name of the Company and otherwise to protect and maintain such Intellectual Property. |
10 SEVERABILITY
In the event that any of these terms, conditions or provisions,
or any part thereof, should be determined to be invalid,
unlawful or unenforceable, such term, condition or provision, or
any part thereof, shall be severed from the remaining terms,
conditions and provisions which will continue to be valid to the
fullest extent permitted by law.
11 BINDING ON SUCCESSORS AND
ASSIGNMENTS
| 11.1 | This Agreement shall enure for the benefit of and be binding upon the respective parties hereto and their respective successors and assigns. |
| 11.2 | Neither party may assign or transfer this Agreement or any of the rights arising hereunder without the prior written consent of the other party. |
12 VARIATION
No variation of this Agreement shall be valid unless it is in
writing and signed by or on behalf of each of the parties hereto.
13 WHOLE AGREEMENT
This Agreement contains the whole agreement between the parties
hereto relating to the transactions provided for in this
Agreement and supersedes all previous agreements (if any)
between such parties in respect of such matters and each of the
parties to this Agreement acknowledges that in agreeing to enter
into this Agreement, it has not relied on any representations or
warranties except for those contained in this Agreement.
14 WAIVER, RELEASE AND
REMEDIES
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14.1 A waiver by either party of any breach of any of the terms,
provisions or conditions of this Agreement shall not constitute
a general waiver of such term, provision or condition or to any
subsequent act contrary thereto.
14.2 Any remedy or right conferred upon either party for breach
of this Agreement shall be in addition to and without prejudice
to all other rights and remedies available to it whether
pursuant to this Agreement or otherwise provided for by law.
15 NOTICES
Any notice or other communication whether required or permitted
to be given hereunder shall be given in writing and shall be
deemed to have been duly given if delivered by hand against
receipt of the addressee or if transmitted by fax or sent by
prepaid registered post addressed to the party to whom such
notice is to be given.
Any such notice shall be deemed to have been duly given if
delivered at the time of delivery, if transmitted by fax at the
time of termination of the transmission, and if sent by prepaid
registered post as aforesaid forty eight hours after the same
shall have been posted.
16 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance
with the laws of UK and the courts of UK shall have
non-exclusive jurisdiction to deal with all disputes arising
from this Agreement.
IN WITNESS whereof this Agreement has been duly executed
on the date shown at the beginning of this Agreement.
SIGNED by and on behalf
of the Company by:
| SIGNED: | ▇▇▇▇▇▇▇ A.B. ▇▇▇▇▇▇▇ |
▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇
Chief Executive Officer
SIGNED by and on behalf
of the Consultant by:
| SIGNED: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Director
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