DATED 9 DAY OF MARCH 2007 (1) AMARIN CORPORATION PLC and (2) DALRIADA LIMITED CORPORATE CONSULTANCY AGREEMENT
Exhibit 4.68
DATED
9 DAY OF MARCH 2007
(1)
AMARIN CORPORATION PLC
and
(2)
DALRIADA LIMITED
____________________________________________
CORPORATE
CONSULTANCY AGREEMENT
____________________________________________
INDEX
|
1
|
DEFINITIONS
AND INTERPRETATION
|
1
|
|
2
|
CONSULTANCY
SERVICES
|
2
|
|
3
|
DURATION
|
2
|
|
4
|
CONSULTANT'S
OBLIGATIONS
|
2
|
|
5
|
FEE
/ EXPENSES
|
2
|
|
6
|
TERMINATION
|
2
|
|
7
|
USE
OF CONFIDENTIAL INFORMATION
|
2
|
|
8
|
STATUS
AND INDEMNITY
|
3
|
|
9
|
INTELLECTUAL
PROPERTY RIGHTS
|
3
|
|
10
|
SEVERABILITY
|
3
|
|
11
|
BINDING
ON SUCCESSORS AND ASSIGNMENTS
|
3
|
|
12
|
VARIATION
|
4
|
|
13
|
WHOLE
AGREEMENT
|
4
|
|
14
|
WAIVER,
RELEASE AND REMEDIES
|
4
|
|
15
|
NOTICES
|
4
|
|
16
|
GOVERNING
LAW AND JURISDICTION
|
4
|
-i-
THIS AGREEMENT, is made on 9
March 2007 BETWEEN
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(1)
|
Amarin
Corporation plc, a company incorporated under the laws of United Kingdom
having its registered office at 0 Xxxxxx Xxxxxx, Xxxxxx, X0X 0XX (the
"Company")
|
AND
|
(2)
|
Dalriada
Limited, a Bermuda exempted company limited by shares and having its
registered office at Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx XX 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 March 9,
2007.
"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.
|
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
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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 Xx. Xxxxxx X. Xxxxx 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. The Company may also determine to pay the
Consultant performance-related payments from time to
time.
|
|
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
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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
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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.
|
-2-
|
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 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
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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.
-3-
|
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.
|
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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
|
|
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.
-4-
SIGNED by and on
behalf
of the
Company by:
SIGNED:
/s/ Xxxx Xxxxx
Xxxx
Xxxxx
Director, Amarin
Corporation, plc
SIGNED by and on
behalf
of the
Consultant by:
SIGNED:
/s/ Xxxxxx X.
Xxxxx
