Edgar Filing: AMARIN CORP PLC\UK

amarin454b5_120507.htm

(To Prospectus Dated July 12, 2006)

$2,750,000

2,750 Units Consisting of 8% Convertible Debentures due 2010 and Warrants to Purchase 2,291,666 Ordinary Shares

and

2,291,666 Ordinary Shares Issuable on Exercise of Warrants

We are offering (i) $2,750,000 aggregate principal amount of 8% Convertible Debentures due 2010 (each, a “Debenture”) of Amarin Corporation plc (“Amarin”), convertible into 5,729,166 ordinary shares (collectively, the “Unit Shares”), ₤0.05 par value per share, of Amarin (each, an “Ordinary Share”), each Ordinary Share represented by one American Depositary Share (each, an “ADS”), and (ii) warrants (each, a “Warrant”) to purchase 2,291,666 Ordinary Shares, each Ordinary Share represented by one ADS (collectively, the “Warrant Shares”), in each case to selected investors (the “Unit Investors”) pursuant to this prospectus supplement and the accompanying core prospectus. For purposes of this prospectus supplement, the term “Unit” refers to $1,000 principal amount of Debentures and Warrants to purchase 833.33 Warrant Shares. The Units will be sold at the negotiated price of $1,000 per Unit (the “Unit Purchase Price”). The Debentures will mature on December 6, 2010 unless earlier converted, redeemed or repurchased. The Warrants will expire on December 5, 2012 unless earlier exercised or terminated.

We are also offering the 2,291,666 Warrant Shares referred to above pursuant to this prospectus supplement and the accompanying core prospectus. The Warrant Shares will be sold at the negotiated exercise price per Warrant Share equal to $0.48 (the “Exercise Price”).

The Debentures will bear interest at a rate of 8% per year. We will pay interest in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2008, to the persons who are registered Holders at the close of business on the March 15, June 15, September 15 and December 15 immediately preceding the applicable interest payment date. The Debentures will be issued with original issue discount for U.S. federal income tax purposes. Payments on the Debentures may be subject to United Kingdom withholding tax. See “Certain U.S. Federal Income Tax Considerations.”

The Debentures will be our senior, unsecured obligations, will rank equal in right of payment to all of our future unsecured and unsubordinated indebtedness and will be effectively subordinated to all of our future secured debt to the extent of the assets securing such indebtedness. The Debentures will limit the ability of our subsidiaries to incur indebtedness. However, because they will not be guaranteed by our subsidiaries (or any other third party), the Debentures will be structurally subordinated to the indebtedness and other liabilities that our subsidiaries are permitted to incur.

Holders will have the right to convert their Debentures on or after April 6, 2008 and prior to the close of business on the business day immediately preceding the maturity date, initially at a conversion rate of 2,083.33 Ordinary Shares per $1,000 principal amount of Debentures, which is equivalent to an initial conversion price of approximately $0.48 per Ordinary Share. The number of shares due upon conversion will be equal to (i) (A) the aggregate principal amount of Debentures to be converted, divided by (B) 1,000, multiplied by (ii) the conversion rate in effect on the relevant conversion date, such price subject to adjustment as described in this prospectus supplement. The right of Holders to convert will terminate in connection with a redemption of the Debentures described below

So long as any Debentures remain outstanding, upon completion of any equity or debt financing by us for cash, we will be required (subject to certain exceptions) to use the net proceeds of such financing to redeem for cash all outstanding Debentures at a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest thereon up to but not including the redemption date. If a change of control, as defined herein, occurs, we will be required to redeem for cash all of outstanding Debentures at a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest thereon up to but not including the redemption date. We have the right to redeem the Debentures for cash in whole or in part, at any time or from time to time, before April 6, 2008 at a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest thereon up to but not including the redemption date. Notwithstanding any redemption of the Debentures, the Warrants will remain outstanding.

Concurrently with this offering, we are offering, by means of a separate prospectus supplement and accompanying core prospectus; (i) 16,290,900 Ordinary Shares, each Ordinary Share represented by one ADS, and (ii) warrants to purchase 8,145,446 Ordinary Shares, each Ordinary Share represented by one ADS, in each case to selected investors pursuant to a separate prospectus supplement and an accompanying core prospectus. Each unit composed of one Ordinary Share and one warrant to purchase 0.50 of one Ordinary Share will be sold at the negotiated price of $0.33 per unit. This prospectus supplement and the accompanying core prospectus do not constitute an offer to sell or the solicitation of an offer to buy such units, which offer and solicitation shall occur only pursuant to such separate prospectus supplement and accompanying core prospectus.

Our ADSs are traded on the Nasdaq Capital Market, the principal trading market for our securities, under the symbol “AMRN.” The closing price of our ADSs on December 4, 2007 was $0.36 per ADS. We do not intend to apply for listing of the Units on any securities exchange or for inclusion thereof in any automated quotation system.

INVESTING IN THE UNITS AND THE WARRANT SHARES INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE S-9 OF THIS PROSPECTUS SUPPLEMENT.

	Per Unit/Share(1)	Total (1)
Offering price of Units	$1,000.00	$2,750,000
Offering price of Warrant Shares	$0.48	$1,100,000
Offering expenses (2)	$0.027	$216,500
Proceeds, after fees and commissions, to us	$0.453	$3,633,500

(1) Assumes that all 2,291,666 Warrant Shares issuable upon exercise of the Warrants offered by this prospectus supplement are issued and sold in this offering. There is no requirement that any minimum number of Warrant Shares or dollar amount of Warrant Shares be issued and sold in this offering and there can be no assurance that we will issue and sell all or any of the Warrant Shares being offered.

(2) No discounts, commissions, concessions or other compensation has been paid or will be paid to any underwriter, broker, dealer or agent in connection with the offering. Reflects trustee fees, legal fees, accounting fees and other expenses totaling approximately $216,500.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING CORE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Units offered hereby are being issued directly to the Unit Investors on or about December 6, 2007. The Warrant Shares offered hereby will be issued directly to the Unit Investors or their assigns on their date of issuance.

The date of this prospectus supplement is December 5, 2007.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT	PAGE

ABOUT THIS PROSPECTUS SUPPLEMENT	S-1
NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-2
RECENT DEVELOPMENTS	S-3
THE OFFERING	S-5
RISK FACTORS	S-9
RATIO OF EARNINGS TO FIXED CHARGES	S-16
USE OF PROCEEDS	S-17
CAPITALIZATION AND INDEBTEDNESS	S-18
DILUTION	S-20
PRICE HISTORY	S-21
UNAUDITED PRO FORMA FINANCIAL INFORMATION	S-22
DESCRIPTION OF UNITS	S-33
DESCRIPTION OF DEBENTURES	S-33
DESCRIPTION OF WARRANTS	S-41
DESCRIPTION OF AMERICAN DEPOSITARY SHARES	S-44
DESCRIPTION OF ORDINARY SHARES	S-44
TAXATION	S-44
PLAN OF DISTRIBUTION	S-55
LEGAL MATTERS	S-55
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	S-55
WHERE YOU CAN FIND MORE INFORMATION	S-56

PROSPECTUS SUPPLEMENT	PAGE
ABOUT THIS PROSPECTUS	1
AMARIN CORPORATION PLC	2
AMARIN FINANCE LTD.	2
RISK FACTORS	3
FORWARD-LOOKING STATEMENTS	16
PRESENTATION OF FINANCIAL INFORMATION	18
INCORPORATION BY REFERENCE	19
WHERE YOU CAN FIND MORE INFORMATION	20
ENFORCEABILITY OF CIVIL LIABILITIES	20
USE OF PROCEEDS	20
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE SHARE DIVIDENDS	21
CAPITALIZATION AND INDEBTEDNESS	21
PRICE HISTORY	23
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES	24
DESCRIPTION OF ORDINARY SHARES	33
DESCRIPTION OF PREFERENCE SHARES	35
DESCRIPTION OF AMERICAN DEPOSITARY SHARES	37
CERTAIN PROVISIONS OF ENGLISH LAW AND OF THE COMPANY’S MEMORANDUM AND ARTICLES OF ASSOCIATION	44
DESCRIPTION OF WARRANTS	45
DESCRIPTION OF PURCHASE CONTRACTS	46
DESCRIPTION OF UNITS	47
TAXATION	47
PLAN OF DISTRIBUTION	47
EXPERTS	49
LEGAL MATTERS	50
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	50

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ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus is in two parts. The first part is this prospectus supplement, which describes the material terms of this offering, the Units and the Warrant Shares and adds to and updates information contained in or incorporated by reference into the accompanying core prospectus. The second part is the accompanying core prospectus, which gives more information about us and the securities we may offer from time to time under the registration statement of which this prospectus supplement and accompanying core prospectus are a part. To the extent there is a conflict between the information contained, or referred to, in this prospectus supplement, on the one hand, and the information contained, or referred to, in the accompanying core prospectus or any document incorporated by reference herein or therein, on the other hand, the information in this prospectus supplement shall control.

We have not authorized any broker, dealer, salesperson or other person to give any information or to make any representation. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus supplement or the accompanying core prospectus.

This prospectus supplement and the accompanying core prospectus do not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction nor do this prospectus supplement and the accompanying core prospectus constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus supplement and the accompanying core prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus supplement and any accompanying core prospectus are delivered securities are sold on a later date.

It is important for you to read and consider all information contained in this prospectus supplement and the accompanying core prospectus, including the documents we have referenced in the section entitled “Incorporation of Certain Information by Reference” in this prospectus supplement.

In this prospectus supplement and the accompanying core prospectus, “Amarin,” “Company,” “we,” “us” and “our” refer to Amarin Corporation plc and its consolidated subsidiaries. References to “U.S. dollars,” “USD” or “$” are to the lawful currency of the United States and references to “pounds sterling,” “GBP£” or “£” are to the lawful currency of the United Kingdom.

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying core prospectus include forward-looking statements. These forward-looking statements relate, among other things, to our future capital needs, our ability to acquire or develop additional marketable products, acceptance of our products by prescribers and end-users, competitive factors, and our marketing and sales plans. In addition, we may make forward-looking statements in future filings with the Securities and Exchange Commission (the “SEC”) and in written material, press releases and oral statements issued by or on behalf of us. Forward-looking statements include statements regarding our intent, belief or current expectations or those of our management regarding various matters, including statements that include forward-looking terminology such as “may,” “will,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “continues,” or similar expressions.

Forward-looking statements are subject to risks and uncertainties, certain of which are beyond our control. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including the factors described in the “Risk Factors” section of this prospectus supplement. Some, but not all, of these factors are the timing of our future capital needs and our ability to raise additional capital when needed, our ability to obtain regulatory approval for our products, uncertainty of market acceptance of our products, our ability to compete with other pharmaceutical companies, our ability to develop or acquire new products, problems with important third-party manufacturers on whom we rely, our ability to attract and retain key personnel, and implementation and enforcement of government regulations. This list of factors is not exclusive and other risks and uncertainties may cause actual results to differ materially from those in forward-looking statements.

All forward-looking statements in this prospectus supplement and core prospectus are based on information available to us on the date hereof. We may not be required to publicly update or revise any forward-looking statements that may be made by us or on our behalf, in this prospectus supplement and core prospectus or otherwise, whether as a result of new information, future events or other reasons. Because of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus supplement and core prospectus might not transpire.

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RECENT DEVELOPMENTS

Acquisition of Ester

On December 5, 2007, we entered into a Stock Purchase Agreement (the “Acquisition Agreement”) with the selling shareholders named therein and the other parties thereto pursuant to which we will purchase all of the outstanding ordinary shares of Ester Neurosciences Ltd. (“Ester”), a private pharmaceutical development company based in Israel (the “Ester Acquisition”). The acquisition is expected to close on December 6, 2007. Ester’s core assets include (i) a platform messenger RNA (mRNA) silencing technology which targets the cholinergic pathway; (ii) EN101, a Phase II compound with promising efficacy data for the treatment of myasthenia gravis (“MG”) utilising this technology; and (iii) a preclinical program in neurodegenerative and inflammatory diseases. Pursuant to the Acquisition Agreement, we will acquire 100% of the issued share capital of Ester for initial consideration of $15 million, of which $5 million is payable in cash and $10 million in Ordinary Shares, i.e., approximately 25 million Ordinary Shares. Following the acquisition but before giving effect to this offering or the Concurrent Offering (as defined under “— Concurrent Offering” below), former Ester shareholders will own approximately 20% of our outstanding Ordinary Shares. Additional contingent payments, valued at $17 million, are payable to former Ester shareholders on the successful completion of certain development-based milestones. This additional contingent consideration represents:

two milestone payments totalling $11 million, are payable, at our option, in cash or in Ordinary Shares valued at $0.38 per share, the 10-day volume weighted average closing price of our ADSs on the Nasdaq Capital Market on December 4, 2007 (the “Closing Price (subject to an adjustment reducing the number of shares payable to former Ester shareholders if our ADS closing price on such milestone date is higher than $0.76 per share):

o	$5 million is payable no earlier than April 5, 2008 on the achievement of certain efficacy data on completion of the ongoing Phase IIa study; and

o	$6 million is due on successful completion of the Phase II program supporting progression to Phase III in the United States; and

·	one cash milestone payment of $6 million is payable on successful completion of the Phase III program in the United States.

In addition, pursuant to the Acquisition Agreement we have assumed a single digit royalty obligation on net product sales of EN101.

Reverse Stock Split

As described in our Report of Foreign Private Issuer on Form 6-K furnished to the SEC on December 5, 2007, we announced on December 5, 2007 that we intend to send notice of an extraordinary general meeting (“EGM”) to our shareholders at which we will seek approval for a 1 for 10 reverse stock split of our Ordinary Shares; if approval of the Ordinary Share stock split is received, our ADSs will also be reverse split on a 1 for 10 basis. It is estimated that the EGM will take place in January 2008. To maintain the listing of our ADSs on the Nasdaq Capital Market, we must maintain a minimum bid share price of the ADSs of $1.00 per share. In effecting the 1 for 10 reverse stock split, we expect the bid price of our ADSs to greatly exceed the minimum bid price requirement of $1 and thus regain and sustain compliance with the Nasdaq Capital Market’s listing requirements. We have received a delisting notice from Nasdaq (see “Risk Factors — We have received a notice from Nasdaq that our ADSs will be delisted from the Nasdaq Capital Market”) and will make an appeal to a hearing panel on the basis of the our definitive plan to regain and sustain compliance, including the planned reverse stock split.

Concurrent Offering

Concurrently with this offering, we are offering, by means of a separate prospectus supplement and accompanying core prospectus, (i) 16,290,900 Ordinary Shares, each Ordinary Share represented by one ADS, and (ii)

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warrants to purchase 8,145,446 Ordinary Shares, each Ordinary Share represented by one ADS, in each case to selected investors pursuant to a separate prospectus supplement and an accompanying core prospectus (the “Concurrent Offering”). Each unit composed of one Ordinary Share and one warrant to purchase 0.50 of one Ordinary Share will be purchased at the negotiated price of $0.33 per unit. The proceeds from the offering of such units will be to replenish cash on hand used for the Ester acquisition and for general corporate purposes, which may include making of milestone payments pursuant to the Acquisition Agreement, research and development costs and funding future acquisitions. This prospectus supplement and the accompanying core prospectus do not constitute an offer to sell or the solicitation of an offer to buy such units, which offer and solicitation shall occur only pursuant to such separate prospectus supplement and accompanying core prospectus.

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THE OFFERING

The summary below highlights information contained elsewhere in this prospectus supplement and the accompanying core prospectus. This summary is not complete and does not contain all the information that you should consider before investing in the Debentures and the Warrants. The “Description of Units,” “Description of Debentures,” “Description of Warrants,” “Description of American Depositary Shares” and “Description of Ordinary Shares” sections of this prospectus supplement contain a more detailed description of the terms and conditions of the Units, the Debentures, the Warrants, the ADSs and the Ordinary Shares.

Issuer		Amarin Corporation plc.

Units Offered		2,750 Units consisting of 8% Convertible Debentures due 2010 and Warrants to Purchase Ordinary Shares, each Ordinary Share represented by one ADS.

Issue Price		$1,000 per Unit.

Ordinary Shares to be outstanding after issuance of the Warrant Shares issuable upon exercise of the Warrants offered in this offering and issuance of the Ordinary Shares and the Ordinary Shares issuable upon exercise of the warrants offered in the Concurrent Offering (excludes Ordinary Shares issuable upon conversion of the Debentures)		124,494,482 Ordinary Shares.

Debentures

Debentures Offered		$2,750,000 aggregate principal amount of 8% Convertible Debentures due 2010.

Maturity		The Debentures will mature on December 6, 2010 unless earlier converted, redeemed or repurchased.

Ranking		The Debentures will be our senior, unsecured obligations, will rank equal in right of payment to all of our future unsecured and unsubordinated indebtedness and will be effectively subordinated to all of our future secured debt to the extent of the assets securing such indebtedness. The Debentures will limit the ability of our subsidiaries to incur indebtedness. See “Description of Debentures — Additional Covenant — Limitation on Incurrence of Subsidiary Indebtedness.” However, because they will not be guaranteed by our subsidiaries (or any other third party), the Debentures will be structurally subordinated to the indebtedness and other liabilities that our subsidiaries are permitted to incur.

Indenture		We will issue the Debentures under the indenture described in this prospectus supplement and a supplemental indenture thereto (together, as further supplemented or amended from time to time, the “Indenture”) each to be dated as of December 6, 2007, each between us, as issuer, and Wilmington Trust Company, as trustee. See “Description of Debentures.”

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Interest		The Debentures will bear interest at a rate of 8% per year. We will pay interest in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2008, to the persons who are registered holders at the close of business on the March 15, June 15, September 15 and December 15 immediately preceding the applicable interest payment date. See “Description of Debentures — Interest.”

Original Issue Discount		The Debentures will be issued with original issue discount. U.S. holders of Debentures should be aware that they generally must include original issue discount in gross income in advance of receipt of cash attributable to that income. For more details, see “Certain U.S. Federal Income Tax Considerations.”

Withholding Tax		Payments on the Debentures will be subject to United Kingdom withholding tax. Holders should consult their own tax advisors regarding their eligibility for a double income tax treaty that may reduce or eliminate such withholding tax. In the event that payments on the Debentures are subject to withholding or deduction, we will not be required to pay any additional amounts with respect to such withholding or deduction. For more details, see “Taxation — UK Taxation.”

Conversion Rights		Holders will have the right to convert their Debentures on or after April 6, 2008 and prior to the close of business on the business day immediately preceding the maturity date, initially at a conversion rate of 2,083.33 shares per $1,000 principal amount of Debentures, which is equivalent to an initial conversion price of approximately $0.48 per share. The right of holders to convert will terminate in connection with a redemption of the Debentures. The number of shares due upon conversion will be equal to (i) (A) the aggregate principal amount of Debentures to be converted, divided by (B) 1,000, multiplied by (ii) the conversion rate in effect on the relevant conversion date (provided that we will deliver cash in lieu of fractional shares based on the closing sale price of the shares on the trading day immediately prior to the conversion date), such price subject to adjustment. See “Description of Debentures — Conversion Rights.”

Mandatory Redemption

Financing Redemption		So long as any Debentures remain outstanding, upon completion of any equity or debt financing by us for cash, we will be required to use the net proceeds of such financing to redeem for cash (subject to certain exceptions) all outstanding Debentures at a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest thereon up to but not including the redemption date. See “Description of Debentures — Mandatory Redemption — Financing Redemption.” Notwithstanding any redemption of the Debentures, the Warrants will remain outstanding.

Redemption upon a Change of
Control		If a change of control, as defined herein, occurs, we will be required to redeem for cash all of the outstanding Debentures at a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest thereon up to but not including redemption date. See “Description of Debentures — Mandatory Redemption — Redemption upon a Change of Control.” Notwithstanding any redemption of the Debentures, the Warrants will remain outstanding.

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Optional Redemption		We have the right to redeem the Debentures for cash in whole or in part, at any time or from time to time, before April 6, 2008 at a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest thereon up to but not including redemption date. See “Description of Debentures — Optional Redemption.” Notwithstanding any redemption of the Debentures, the Warrants will remain outstanding.

Prohibition on Debenture Holder
Short Selling		By accepting delivery of Debentures, unless we otherwise agree in writing in our sole discretion, each holder shall be deemed to have agreed that, so long as it or any of its affiliates holds any Debentures, neither it nor any affiliate or person acting on behalf of or pursuant to any understanding with such holder shall directly or indirectly, execute any short sales of our securities. See “Description of Debentures — Prohibition on Debenture Holder Short Selling.”

Warrants

Warrants Offered		Warrants to purchase 2,291,666 Ordinary Shares, each Ordinary Share represented by one ADS.
Warrant Shares		2,291,666 Ordinary Shares, each Ordinary Share represented by one ADS.
Warrant Exercise Price		$0.48 per Ordinary Share, subject to adjustment pursuant to the terms of the Warrants.
Expiration		December 5, 2012.
Mandatory Exercise		If, at any time after December 5, 2009, the volume weighted average price of the ADSs for any 20 consecutive trading day period is equal to or greater than $0.915, and through and including the date the Warrants are cancelled pursuant to this right the ADSs do not trade below the Exercise Price of the Warrants, then we at any time thereafter shall have the right, but not the obligation, within 10 trading days of the end of such 20-day period, to cancel all, but not less than all, of the unexercised Warrants.
General
Trading		The Units will be new securities for which no active trading market currently exists. The Units will not be listed on any securities exchange or included in any automated quotation system. See “Risk Factors—The Units are each a new issue of securities, and there is no existing market for the Units.”
Trading Symbol for Our ADSs		Our ADSs are traded on the Nasdaq Capital Market, the principal trading market for our securities, under the symbol “AMRN”.
Governing Law		The Indenture and the Debentures will be governed by the laws of the State of New York, and the Warrants and the Warrant Shares will be governed by the laws of England and Wales.

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Use of Proceeds		This offering is being made in connection with our acquisition of Ester. See “Recent Developments — Acquisition of Ester” and “Use of Proceeds.” We expect that the net proceeds from the sale of the Units and all Warrant Shares offered hereby will be approximately $3.6 million, after fees, commissions and expenses; such amount represents approximately $2.5 million in net proceeds that we expect to receive from sale of the Units and approximately $1.1 million in net proceeds that we would receive from the sale of the Warrant Shares assuming that all Warrant Shares issuable upon exercise of the Warrants are issued and sold.
Risk Factors		You should carefully consider the information set forth under the heading “Risk Factors” in this prospectus supplement, as well as the other information contained or incorporated by reference in this prospectus supplement and the accompanying core prospectus, before making a decision to invest in the Units or the Warrant Shares.

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RISK FACTORS

Investing in the Units and the Warrant Shares involves risks, including risks relating to our ADSs and Ordinary Shares. You should carefully consider the risks described below as well as those set forth in our Report of Foreign Issuer on Form 6-K furnished to the SEC on May 9, 2007, which is incorporated herein by reference. The risks and uncertainties described in this section are not the only ones that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. If any of the risks and uncertainties develop into actual events, our business, financial condition and results of operations could be materially and adversely affected. In such an instance, the trading price of the Units or the Warrant Shares could decline, and you might lose all or part of your investment.

Risks Related to the Company

In addition to those risks set forth in our Report of Foreign Issuer on Form 6-K furnished to the SEC on May 9, 2007, which is incorporated herein by reference, our company is subject to the risks set forth below.

We have received a notice from Nasdaq that our ADSs will be delisted from the Nasdaq Capital Market.

On June 6, 2007, we received a notice from Nasdaq that we had failed to meet the $1 minimum bid price requirement for a period of 30 consecutive business days required by Nasdaq Rule 4320. The notice stated that if we did not regain compliance by December 3, 2007, then the staff of Nasdaq would determine whether we meet the Nasdaq Capital Market initial listing criteria in Marketplace Rule 4320(e), except for the minimum bid price requirement. We received a notice on December 4, 2007 from the Nasdaq Stock Market indicating that we are not in compliance with the $1.00 minimum bid requirement for continued listing and, as a result, our ADSs are subject to delisting, unless we request a hearing by December 11, 2007 in accordance with the Nasdaq Marketplace Rules. We intend to request an appeal hearing prior to December 11, 2007 with the Nasdaq Listing Qualification Panel to review the delisting determination. There can be no assurance that the Panel will grant our request for continued listing. If the Panel denies the request, our ADSs will be delisted. The hearing date will be determined by Nasdaq and should occur within 45 calendar days from the request for hearing. Our hearing request will ‘stay’ the delisting of our ADSs pending the Panel’s decision. At the hearing, we will be required to provide a plan to regain compliance with the minimum bid price requirement, which will include our plan to seek shareholder approval for the reverse stock split in order to exceed the minimum bid price requirement.

Our indebtedness after the completion of the offering could adversely affect our financial condition and our ability to respond to changes in our business.

We will have debt service obligations following the completion of this offering. These debt obligations could have significant negative consequences, including, but not limited to:

·	increasing our vulnerability to general adverse economic and industry conditions;

·	limiting our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other business purposes;

·	limiting our flexibility to plan for, or react to, changes in our business and the industry in which we compete;

·	placing us at a possible disadvantage to competitors with fewer debt obligations and competitors that have better access to capital resources; and

·	requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital expenditures, research and development efforts and other general corporate purposes.

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We may incur additional indebtedness.

The indenture governing the Debentures will not prohibit us from incurring substantial additional indebtedness in the future. Any such additional indebtedness that is permitted to be secured would be effectively senior to the Debentures to the extent of the assets securing such indebtedness. The Debentures will limit the ability of our subsidiaries to incur indebtedness. See “Description of Debentures — Additional Covenant — Limitation on Incurrence of Subsidiary Indebtedness.” However, because they will not be guaranteed by our subsidiaries (or any other third party), the Debentures will be structurally subordinated to the indebtedness and other liabilities that our subsidiaries are permitted to incur. In addition, the indenture will not contain any restrictive covenants limiting our ability to pay dividends, make any payments on junior or other indebtedness or otherwise limit our financial condition.

We may have to issue additional equity, leading to shareholder dilution.

We are committed to issue equity to the former shareholders of Amarin Neuroscience upon the successful achievement of specified milestones for the Miraxion development program (subject to such shareholders’ right to choose cash payment in lieu of equity). Pursuant to the Amarin Neuroscience share purchase agreement, further success-related milestones will be payable as follows:

Upon receipt of marketing approval in the United States and Europe for the first indication of any product containing Amarin Neuroscience intellectual property, we must make an aggregate stock or cash payment (at the sole option of each of the sellers) of GBP£7.5 million for each of the two potential market approvals (i.e., GBP£15.0 million maximum). In addition, upon receipt of a marketing approval in the United States and Europe for any other product using Amarin Neuroscience intellectual property or for a different indication of a previously approved product, we must make an aggregate stock or cash payment (at the sole option of each of the sellers) of GBP£5.0 million for each of the two potential market approvals (i.e., GBP£10.0 million maximum). The exchange rate as of December 4, 2007 was approximately $2.06 per GBP£.

We are also committed to issue equity to the former shareholders of Ester Neuroscience Limited upon the successful achievement of specified milestones for the myasthenia gravis development program (subject to our right to choose cash payment in lieu of equity). See “Unaudited Pro Forma Financial Information.”

At November 30, 2007, before giving effect to the offering or the Concurrent Offering, we had 10,391,123 warrants outstanding with a weighted average exercise price of $1.52 per share. As at November 30, 2007, we also had outstanding employee options to purchase 11,638,184 Ordinary Shares at an average price of $1.64 per share.

Additionally, in pursuing our growth strategy we will either need to issue new equity as consideration for the acquisition of products, or to otherwise raise additional capital, in which case equity, convertible equity or debt instruments may be issued. The creation of new shares may lead to dilution of the value of the shares held by our current shareholder base.

We have granted the initial purchasers of the Debentures the right to participate in certain of our future financings, which may restrict our ability to raise capital.

So long as the initial purchaser of a Debenture is the registered holder of the Debenture, such initial purchaser shall have a right, subject to certain exceptions, to participate in future equity or debt financings by us for cash on terms equal to those of other investors in such future financings. This right is not transferable upon the sale of the Debentures by the initial purchasers thereof. This financing participation right may restrict our ability to raise capital through equity financing in the future as it may, among other things, make potential investors less likely to enter into negotiations with us.

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If we cannot find additional capital resources, we will have difficulty in operating as a going concern and growing our business.

At September 30, 2007, we had a cash balance of $20.7 million and based upon current business activities we forecast having sufficient cash to fund the group’s operating activities into September 2008. We intend to arrange to obtain additional funding through earning license fees from our partnering activities and/or completing further financings. There can be no assurance, however, that our efforts to obtain additional funding will be successful. If these efforts are unsuccessful, there is substantial uncertainty as to whether we will be able to fund our operations on an ongoing basis. We may also require further funds in the future to implement our long-term growth strategy of acquiring additional development stage and/or marketable products, recruiting clinical, regulatory and sales and marketing personnel, and growing our business. Our ability to execute our business strategy and sustain our infrastructure at our current level will be impacted by whether or not we have sufficient funds. Depending on market conditions and our ability to maintain financial stability, we may not have access to additional funds on reasonable terms or at all. Any inability to obtain additional funds when needed would have a material adverse effect on our business and on our ability to operate on an ongoing basis.

Risks Related to this Offering

We may not have sufficient funds to make required payments on the Debentures.

Our liquidity position is constrained by the operating losses from our business, and we expect to incur net operating losses for the foreseeable future. As a result, we may not have sufficient funds to make the interest and principal payments on the Debentures when due, either at maturity or upon a change of control. Neither the Indenture nor the terms of the Debentures require us to achieve or maintain any minimum financial ratios relating to our financial position or results of operations. If we do not have sufficient funds to make these payments, we will have to obtain an alternative source of funds, including sales of our assets or assets of our subsidiaries, sales of our equity securities or capital or debt securities. We cannot assure you that we will be able to obtain sufficient funds to meet our payment obligations under the Debentures through any of these alternatives. Failure to do so will have a material adverse effect on our business, financial position and results of operations.

The right of holders of Debentures to receive payments on the Debentures is effectively subordinated to all existing and future liabilities of our subsidiaries and to all of our future secured debt.

None of our subsidiaries will guarantee our obligations under, or have any obligation to pay any amounts due on, the Debentures. As a result, the Debentures will be structurally subordinated to all liabilities of our subsidiaries. Our rights and the rights of our creditors, including holders of the Debentures, to participate in the distribution of the assets of any of our subsidiaries upon their liquidation or recapitalization will generally be subject to the prior claims of those subsidiaries’ creditors.

In addition, the Debentures will not be secured by any of our assets or those of our subsidiaries. As a result, the Debentures will be effectively subordinated to any secured debt we may incur. In any liquidation, dissolution, bankruptcy or other similar proceeding, holders of our secured debt may assert rights against any assets securing such debt in order to receive full payment of their debt before those assets may be used to pay the holders of the Debentures. In such an event, we may not have sufficient assets remaining to pay amounts due on any or all of the Debentures.

The terms of the Debentures contain only one restrictive covenant.

Although the Indenture under which the Debentures will be issued will contain a covenant limiting our subsidiaries’ ability to incur debt (see “Description of Debentures — Additional Covenant — Limitation on Incurrence of Subsidiary Indebtedness”), the Indenture will not contain other restrictive covenants that would protect you from several kinds of transactions that may adversely affect you. In particular, the Indenture will not contain covenants that will limit Amarin’s ability to pay dividends or make distributions on or redeem our capital stock or limit our ability to incur additional indebtedness and, therefore, may not protect you in the event of a highly leveraged trans-

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action or other similar transaction. Accordingly, subject to restrictions contained in other agreements, we could enter into certain transactions, such as acquisitions, refinancings or recapitalizations, that could affect our capital structure and the value of the Units and the Warrant Shares but would not constitute a default under the Debentures.

We may not have sufficient cash to repurchase the Debentures upon a change of control and our obligation to redeem the Debentures upon a change of control may not protect you upon the occurrence of certain events.

Upon a change of control (as defined under “Description of Debentures — Mandatory Redemption — Redemption upon a Change of Control”), we will be required to redeem for cash all outstanding Debentures at 100% of their principal amount plus accrued and unpaid interest, if any, up to but not including the redemption date. However, we may not have enough available cash or be able to obtain financing at the time we are required to make such a redemption of Debentures. Our failure to redeem Debentures at a time when the redemption is required by the Indenture would constitute a default under the Indenture.

In addition, the term “change of control” is limited and does not include all change of control or other events that might adversely affect our financial condition or business operations. The provisions of the Indenture which require us to redeem upon the occurrence of change of control would not necessarily protect holders of the Debentures if other changes of control or highly leveraged or other transactions involving us occur that may affect holders adversely. We could, in the future, enter into certain transactions, including certain recapitalizations, that would not constitute a control of control with respect to change of control redemption feature of the Debentures but that might adversely affect our financial condition or business operations or increase the amount of our outstanding indebtedness.

The price of our ADSs and Ordinary Shares may be volatile.

The stock market has from time to time experienced significant price and volume fluctuations that may be unrelated to the operating performance of particular companies. In addition, the market prices of the securities of many pharmaceutical and medical technology companies have been especially volatile in the past, and this trend is expected to continue in the future. Our ADSs may also be subject to volatility as a result of their limited trading market. We currently have 91,701,869 ADSs representing Ordinary Shares outstanding and 6,064,601 Ordinary Shares outstanding (which are not held in the form of ADSs). There is a risk that there may not be sufficient liquidity in the market to accommodate significant increases in selling activity or the sale of a large block of our securities. Our ADSs have historically had limited trading volume, which may also result in volatility. During the twelve-month period ending November 30, 2007, the average daily trading volume for our ADSs was 1,123,489 ADSs.

If our public float and the level of trading remain at limited levels over the long term, this could result in volatility and increase the risk that the market price of our ADSs and Ordinary Shares may be affected by factors such as:

·	the announcement of new products or technologies;

·	innovation by us or our future competitors;

·	developments or disputes concerning any future patent or proprietary rights;

·	actual or potential medical results relating to our products or our competitors’ products;

·	interim failures or setbacks in product development;

·	regulatory developments in the United States, the European Union or other countries;

·	currency exchange rate fluctuations; and

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·	period-to-period variations in our results of operations.

The trading prices for the Units will be directly affected by the trading prices for our ADSs and/or Ordinary Shares. Volatility in the market price of our ADSs and/or Ordinary Shares could result in a lower trading price than your conversion or exercise price and could adversely impact the trading price of the Units.

Any decrease in the market price of our Ordinary Shares would likely adversely impact the trading price of the Units. See “— The price of our ADSs and Ordinary Shares may be volatile” above.

The price of our Ordinary Shares could be affected by possible sales of our ADSs and/or Ordinary Shares by investors who view the Units as a more attractive means of equity participation in us and by hedging or arbitrage trading activity that may develop involving our ADSs and/or Ordinary Shares. The hedging or arbitrage could, in turn, affect the trading prices of the Units.

In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

The Units are each a new issue of securities, and there is no existing market for the Units.

We do not intend to apply for listing of the Units on any securities exchange or for quotation of the Units on any automated dealer quotation system. A market may not develop for the Units, and, if a market does develop, it may not be sufficiently liquid for your purposes. If an active, liquid market does not develop for the Units, the market price and liquidity of the Units may be adversely affected. If any of the Units are traded after their initial issuance, they may trade at a discount from their initial offering price.

The liquidity of the trading market, if any, and future trading prices of the Units will depend on many factors, including, among other things, the market price of our ADSs and/or Ordinary Shares, prevailing interest rates, our operating results, financial performance and prospects, the market for similar securities and the overall securities market, and may be adversely affected by unfavorable changes in these factors. Historically, the market for convertible debt has been subject to disruptions that have caused volatility in prices. The market for the Units may be subject to disruptions that could have a negative effect on the holders of the Units, regardless of our operating results, financial performance or prospects.

The issuances of ADSs in connection with the conversion of the Debentures and exercise of the Warrants will dilute the ownership interest of existing stockholders, including holders who had previously converted their Debentures and/or exercised their Warrants. Any sales in the public market of the ADSs issuable upon such conversion or exercise could adversely affect prevailing market prices of our ADSs.

Future sales of our ADSs and/or Ordinary Shares in the public market could lower the market price for our ADSs and/or Ordinary Shares and adversely impact the trading price of the Units.

In the future, we may sell additional ADSs and/or Ordinary Shares to raise capital or pursuant to contractual obligations. See “— We may have to issue additional equity, leading to shareholder dilution.” We cannot predict the size of future issuances or sales of our ADSs and/or Ordinary Shares to raise capital or the effect, if any, that they may have on the market price for our ADSs and/or Ordinary Shares. The issuance and sales of substantial amounts of ADSs and/or Ordinary Shares, or the perception that such issuances and sales may occur, could adversely affect the trading price of the Debentures and the Warrants and the market price of our ADSs and/or Ordinary Shares.

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The conversion price of the Debentures and the Exercise Price of the Warrants may not be adjusted for all dilutive events.

The conversion price of the Debentures and the exercise price of the Warrants is subject to adjustment for certain events, including stock splits, reverse stock splits, stock dividends, subdivisions, split-ups, combinations of shares or other transactions having similar effect, but will not be adjusted for other events that may adversely affect the trading price of the Debentures. See “Description of Debentures — Conversion Rights — Conversion Rate Adjustments” and “Description of Warrants — Adjustment of Exercise Price.” Therefore, there can be no assurance that an event that adversely affects the value of the Debentures or the Warrants, but does not result in an adjustment to the conversion price or the exercise price, will not occur.

The Debentures will be issued with original issue discount for U.S. federal income tax purposes.

Because a portion of the issue price of each Unit will be allocable to the Warrants, the Debentures will be issued with original issue discount, or OID, for U.S. federal income tax purposes. Consequently, a U.S. Holder (as defined in “Certain U.S. Federal Income Tax Considerations”) of the Debentures will be required to include amounts in respect of OID in gross income for U.S. federal income tax purposes in advance of the receipt of the cash payments to which the income is attributable. See “Certain U.S. Federal Income Tax Considerations” for a more detailed discussion of the federal income tax consequences to holders of the Debentures of the purchase, ownership and disposition thereof.

You may have to pay taxes if we adjust the conversion rate of the Debentures or the Exercise Price of the Warrants in certain circumstances, even though you would not receive any cash.

We will adjust the conversion rate of the Debentures and the Exercise Price of the Warrants for stock splits and combinations, stock dividends, certain cash dividends and certain other events that affect our capital structure. See “Description of the Debentures — Conversion Rights — Conversion Rate Adjustments” and “Description of the Warrants — Adjustments of Exercise Price. Upon certain adjustments to (or certain failures to make adjustments to) the conversion rate of the debentures or the Exercise Price of the Warrants, you may be treated as having received a constructive distribution from us, resulting in taxable income to you for United States federal income tax purposes, even though you did not receive any cash in connection with the adjustment to (or failure to adjust) the conversion rate of the Debentures or the Exercise Price of the Warrants and even though you might not exercise your conversion right or your Warrants. Please consult your own tax advisors and read “Certain U.S. Federal Income Tax Considerations.”

The Debentures will likely be subject to the contingent payment debt instrument rules, and holders will likely be required to include amounts in income in excess of the stated interest payable on the Debentures and may recognize ordinary income on a conversion of a Debenture. Gain recognized with respect to a Debenture will generally be treated as ordinary interest income.

We intend to take the position that the Debentures will be subject to the contingent payment debt instrument rules. The application of those rules to instruments such as the Debentures is uncertain, however, and no assurance can be given that the Internal Revenue Service, or IRS, will agree with the positions we intend to take. We have not sought or received an IRS ruling or an opinion of counsel regarding the application of the contingent payment debt instrument rules to the Debentures. Each holder of a Debenture should consult its own tax advisor concerning the tax consequences of ownership and disposition of the Debentures.

Under the contingent payment debt instrument rules, (i) each holder generally will be required to accrue interest on the Debentures based on the yield of a comparable nonconvertible, noncontingent fixed-rate debt instrument with terms and conditions otherwise similar to the Debentures (subject to certain adjustments to such accruals of income), with the result that a holder is likely to recognize taxable income in excess of the regular interest payments received while the Debentures are outstanding, (ii) the amount realized by a holder upon the conversion of a Debenture (including the fair market value of ADSs received upon conversion) would generally be treated as a contingent payment under the contingent payment debt instrument rules, which could result in the recognition of ordinary interest income on a conversion, and (iii) any gain recognized on a sale, exchange, redemption or retirement of

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a Debenture generally would be treated as ordinary interest income (subject to potential adjustments) and any loss would generally be ordinary loss to the extent of interest previously included in income and, thereafter, capital loss.

U.S. Holders of our Debentures, Warrants, Ordinary Shares or ADSs could be subject to material adverse tax consequences if we are considered a PFIC for U.S. federal income tax purposes.

There is a risk that we will be classified as a passive foreign investment company, or “PFIC”, for U.S. federal income tax purposes. Our status as a PFIC could result in adverse U.S. tax consequences to U.S. Holders of our Debentures, Warrants, Ordinary Shares or ADSs. We will be classified as a PFIC for any taxable year in which (i) 75% or more of our gross income is passive income or (ii) at least 50% of the average value of all our assets produce or are held for the production of passive income. For this purpose, passive income includes interest, gains from the sale of stock, and royalties that are not derived in the active conduct of a trade or business. Because we receive interest, there is a risk that we will be considered a PFIC under the income test described above. In addition, because of our cash position, there is a risk that we will be considered a PFIC under the asset test described above. While we believe that the PFIC rules were not intended to apply to companies such as ours that focus on research, development and commercialization of drugs, no assurance can be given that the IRS or a U.S. court would determine that, based on the composition of our income and assets, we are not a PFIC currently or in the future. The PFIC rules are complex and you are urged to consult your own tax advisor.

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RATIO OF EARNINGS TO FIXED CHARGES

We reported an operating loss on ordinary activities for each of the five years from 2002 to 2006. Our ratio of earnings to fixed charges and deficiency of earnings to cover fixed charges for the periods presented below are as follows:

	Year Ended December 31, ($000)					Six Months Ended June 30,
	2006	2005	2004	2003	2002	2007

Ratio of earnings to fixed charges—U.K. GAAP/IFRS (1) (2)	—	—	—	—	—	—
Deficiency of earnings to cover fixed charges—U.K. GAAP/IFRS (1)	$28,248	$19,285	$10,594	$7,520	$9,033	$26,299
Ratio of earnings to fixed charges—U.S. GAAP	—	—	—	—	—	—
Deficiency of earnings to cover fixed charges	$28,022	2$20,282	$57,860	$6,994	$6,453	$17,406

________________

(1)	Information for the years ended December 31, 2002 to 2005 are presented under UK GAAP, information for the year ended December 31, 2006 and the six months ended June 30, 2007 are presented under IFRS.

(2)	“IFRS” means International Financial Reporting Standards.

Earnings consist of income before taxes plus fixed charges. Fixed charges consist of interest expense and the portion of rent expense that is representative of interest expense.

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USE OF PROCEEDS

This offering is being made in connection with our acquisition of Ester. See “Recent Developments.” We will fund the initial $5 million cash portion of the sales price with cash on hand. We expect that the net proceeds from the sale of the Units and all Warrant Shares that may be offered hereby will be approximately $3.6 million, after expenses; such amount represents approximately $2.5 million in net proceeds that we expect to receive from sale of the Units and approximately $1.1 million in net proceeds that we would receive from the sale of the Warrant Shares assuming that all Warrant Shares issuable upon exercise of the Warrants are issued and sold. We intend to use these net proceeds from this offering and the Concurrent Offering to replenish cash on hand and for general corporate purposes, which may include making milestone payments pursuant to the Acquisition Agreement, research and development costs and funding future acquisitions. We intend to use the net proceeds from the sales, if any, of the Warrant Shares and the shares issuable upon exercise of warrants issued in the Concurrent Offering for general corporate purposes, which may include making milestone payments pursuant to the Acquisition Agreement, research and development costs and funding future acquisitions.

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CAPITALIZATION AND INDEBTEDNESS

The following table sets forth, on an IFRS basis, our capitalization and indebtedness, as of September 30, 2007:

·	on an actual basis;

·	pro forma for the acquisition of Ester as if it had occurred on September 30, 2007; and

on an as-adjusted basis to give effect to the sale of (i) $2,750,000 aggregate principal amount of our 8% Convertible Debentures due 2010 convertible into 5,729,166 Ordinary Shares and Warrants to purchase 2,291,666 Ordinary Shares in this offering assuming all such Warrant Shares are issued and sold pursuant to this offering and (ii) 16,290,900 Ordinary Shares offered in the Concurrent Offering and 8,145,446 Ordinary Shares issuable upon exercise of the warrants issued in the Concurrent Offering assuming all such Ordinary Shares are issued and sold pursuant to the Concurrent Offering.

The capitalization table as adjusted includes the Debenture issuance net of the discount associated with the fair value of the Warrants. Except as otherwise indicated or the context otherwise requires, the information above and elsewhere in this prospectus supplement regarding our outstanding Ordinary Shares is based on 97,766,470 shares outstanding as of September 30, 2007.

This table should be read in conjunction with our consolidated financial statements for the three years ended December 31, 2006 set forth in our Annual Report on Form 20-F for the fiscal year ended December 31, 2006, our Statutory Annual Report for the year ended December 31, 2006, included in our Report of Foreign Issuer on Form 6-K furnished to the SEC on May 9, 2007, our selected financial data for the three month period ended March 31, 2007 included in our Report of Foreign Issuer on Form 6-K furnished to the SEC on May 10, 2007, our selected financial data for the six month period ended June 30, 2007, included in our Report of Foreign Issuer on Form 6-K furnished to the SEC on August 1, 2007, our 2007 interim financial statements for the period ended June 30, 2007, included in our Report of Foreign Issuer on Form 6-K furnished to the SEC on August 14, 2007 and our selected financial data for the nine month period ended September 30, 2007, included in our Report of Foreign Issuer on Form 6-K furnished to the SEC on November 20, 2007.

As at September 30, 2007, we held $20.735 million of cash balances.

	Actual	Pro forma for Ester Acquisition (1)	As Adjusted
	$’000
Long -term debt (net of discount associated with Warrants of $992)	─	─	1,759

Shareholders’ equity:
Called up share capital	8,691	11,246	14,012
Treasury shares	(217)	(217)	(217)
Capital redemption reserve	27,633	27,633	27,633
Foreign currency translation reserve	(2,087)	(2,087)	(2,087)
Fair value investment reserve	4	4	4
Share premium account	146,241	163,301	170,168
Profit and loss account — (deficit)	(164,103)	(173,577)	(173,577)
Total shareholders’ equity	16,162	26,303	35,936
Total capitalization	16,162	26,303	37,694

________________

(1)

Pro forma information for Ester Acquisition includes Amarin actual information as at September 30, 2007 and Ester actual information at June 30, 2007 because no historical financial statements are available for Ester at September 30, 2007. We believe that there is no material difference between Ester actual information presented in this table at June 30, 2007 and September 30, 2007.

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DILUTION

Under IFRS, the net tangible book value of our Ordinary Shares on September 30, 2007 was $5.8 million, or approximately $0.05 per Ordinary Share, based on 122,384,884 Ordinary Shares outstanding. Net tangible book value per Ordinary Share represents the amount of our total tangible assets excluding intangible assets, less our total liabilities, divided by the total number of our Ordinary Shares outstanding. Dilution in net tangible book value per Ordinary Share to new investors represents the difference between the amount per Ordinary Share paid by investors in this offering and the net tangible book value per Ordinary Share immediately afterwards. Without taking into account any other changes in net tangible book value after September 30, 2007, other than to give effect to our receipt of the estimated net proceeds from the sale of (i) the Units and the Warrant Shares issuable upon the exercise of the Warrants offered in this offering and (ii) the units and the Ordinary Shares issuable upon the exercise of the warrants offered in the Concurrent Offering, in the case of each of the Warrant Shares and the Ordinary Shares issuable upon the exercise of the warrants offered in the Concurrent Offering, our net tangible book value as of September 30, 2007 after giving effect to the proceeds described above would have been approximately $15.4 million, or $0.10 per Ordinary Share. This represents an immediate increase in net tangible book value of $0.05 per Ordinary Share to existing stockholders and an immediate dilution in net tangible book value of $0.23 per Ordinary Share to the Unit Investors.

The following table illustrates this per Ordinary Share dilution:

Offering price per Ordinary Share		$0.33
Net tangible book value per Ordinary Share as of September 30, 2007	$0.05
Increase per Ordinary Share attributable to new investors	$0.05
As adjusted net tangible book value per Ordinary Share after issuance of the Warrant Shares issuable upon exercise of the Warrants		$0.10
Dilution in net tangible book value per Ordinary Share to the Unit Investors		$0.23

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PRICE HISTORY

The following table sets forth the range of high and low closing sale prices for our ADSs for the periods indicated, as reported by the Nasdaq Capital Market. These prices do not include retail markups, markdowns, or commissions but give effect to a change in the number of Ordinary Shares represented by each ADS, implemented in both October 1998 and July 2002. Historical data in the table has been restated to take into account these changes.

	USD High	USD Low
Fiscal Year Ended
December 31, 2002	21.00	2.76
December 31, 2003	4.81	1.39
December 31, 2004	3.99	0.53
December 31, 2005	3.40	1.06
December 31, 2006	3.92	1.21
Fiscal Year Ended December 31, 2005
First Quarter	3.40	2.14
Second Quarter	2.36	1.06
Third Quarter	1.67	1.32
Fourth Quarter	1.45	1.07
Fiscal Year Ended December 31, 2006
First Quarter	3.74	1.27
Second Quarter	3.10	1.93
Third Quarter	2.96	2.23
Fourth Quarter	2.67	1.96
Fiscal Year Ending December 31, 2007
First Quarter	2.62	1.74
Second Quarter	3.78	0.55
Third Quarter	0.59	0.36
June 2007	0.61	0.52
July 2007	0.59	0.47
August 2007	0.51	0.36
September 2007	0.57	0.45
October 2007	0.45	0.36
November 2007	0.43	0.30

On December 4, 2007, the closing price of our ADSs as reported on the Nasdaq Capital Market was $0.36 per ADS.

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UNAUDITED PRO FORMA FINANCIAL INFORMATION

Introductory Note

The following pro forma accounts should be read in conjunction with our consolidated financial statements for the three years ended December 31, 2006 set forth in our Annual Report on Form 20-F for the fiscal year ended December 31, 2006 filed with the SEC on March 5, 2007, our Statutory Annual Report for the year ended December 31, 2006 included in our Report of Foreign Issuer on Form 6-K furnished to the SEC on May 9, 2007, our selected financial data for the three month period ended March 31, 2007 included in our Report of Foreign Issuer on Form 6-K furnished to the SEC on May 10, 2007, our selected financial data for the six month period ended June 30, 2007 included in our Report of Foreign Issuer on Form 6-K furnished to the SEC on August 1, 2007, and our selected financial data for the nine month period ended September 30, 2007 included in our Report of Foreign Issuer on Form 6-K furnished to the SEC on November 20, 2007, in each case incorporated herein by reference.

On December 4, 2007, we entered into the Acquisition Agreement in connection with the acquisition of Ester. See “Recent Developments — Acquisition of Ester.”

The purchase price for the acquisition of Ester comprises both upfront and contingent consideration in the form of both cash and stock payments. Stock payments will be in the form of ADSs with each ADS representing one Ordinary Shares of £0.05 each in the capital of Amarin and certain success based milestone payments described below.

Pursuant to the Acquisition Agreement, we have agreed to pay to the sellers consideration as follows:

·	$15 million on closing comprising $5 million in cash and $10 million in Amarin shares (i.e., 25 million Ordinary Shares).

$5 million, payable, at Amarin’s option, (i) in Amarin shares at the volume weighted average closing price for the 10-day trading period ending the day before the Acquisition Agreement is signed (“First Share Amount”), subject to the adjustment described below or (ii) in cash, upon achievement of Milestone Ia – Monarsen Phase II in MG study meeting its study objectives, with no less than 18 patients: Efficacy – having a QMG score of one or more of the three doses being superior to Mestinon as compared to the baseline by at least 10%; Safety – no major adverse drug related side effects. If the weighted average closing price for the 10-day trading period commencing immediately after the date of announcement of the achievement of Milestone Ia (“Milestone Ia Price”) exceeds twice the Closing Price by any amount (“First Excess”), the First Share Amount will be reduced by a percentage calculated by dividing 2/3rds of the First Excess by the Milestone Ia Price provided that if the Milestone Ia Price exceeds $5 per Amarin Share, such excess shall be disregarded and the Milestone Ia Price shall be deemed to be $5 per Amarin Share. If the Milestone Ia Price is less than the Closing Price no adjustment will be made to the First Share Amount.

$6 million, payable, at Amarin’s option, (i) in Amarin shares at the Closing Price (“Second Share Amount”), subject to the adjustment described below or (ii) in cash, upon achievement of Milestone Ib – successful completion of Monarsen Phase II MG study program with adequate efficacy and safety data that fully supports the commencement of a Phase III program in the U.S. If the volume weighted average closing price for the 10-day trading period commencing immediately after the date of announcement of the achievement of Milestone Ib (“Milestone Ib Price”) exceeds twice the Closing Price by any amount (“Second Excess”), the Second Share Amount will be reduced by a percentage calculated by dividing 2/3rds of the Second Excess by the Milestone Ib Price provided that if the Milestone Ib Price exceeds $5 per Buyer Ordinary Share, such excess shall be disregarded and the Milestone Ib Price shall be deemed to be $5 per Amarin Share. If the Milestone Ib Price is less than the Closing Price no adjustment will be made to the Second Share Amount.

·	$6 million in cash on the achievement of Milestone II – successful completion of the US Phase III clinical trial program (to include successful completion of long term studies) enabling NDA filing for

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Monarsen for MG in the US. If Milestone Ia is successfully achieved, a time limit date is triggered for Milestone II being the date which falls two years following the achievement of Milestone Ib (“Time Limit Date”). If on the Time Limit Date, Milestone II has not yet been achieved (other than by reason of failure to meet primary endpoints in any Phase III Clinical Study or a delay in completing the U.S. Phase III Clinical Study caused by certain Monarsen-related factors), Amarin will pay the Sellers $3 million in cash with the remaining $3 million being payable whenever Milestone II is achieved. In addition, if the Milestone Ib Price is greater than or equal to $1, no Time Limit Date will apply.

The following unaudited pro forma combined condensed consolidated financial information gives effect to the acquisition by Amarin of all of the outstanding shares of Ester. The unaudited pro forma condensed combined balance sheet is based on the historical balance sheets of Amarin and Ester at June 30, 2007 and has been prepared to reflect the acquisition as if the acquisition of all of the outstanding shares of Ester had been consummated on June 30, 2007. The unaudited pro forma condensed combined statements of operations combine the results of operations of Amarin and Ester for the year ended December 31, 2006 and the six months ended June 30, 2007, as if the acquisition had occurred on January 1, 2006.

The unaudited pro forma condensed combined financial information has been prepared from, and should be read in conjunction with, the respective historical consolidated IFRS financial statements of Amarin and Ester. Amarin’s historical consolidated financial statements for the year ended and as of December 31, 2006 can be found in Amarin’s Annual Report on Form 20-F filed with the SEC on March 5, 2007 and Amarin’s historical unaudited condensed consolidated financial statements for the six months ended and as of June 30, 2007 were included in the Report of Foreign Issuer on Form 6-K furnished to the SEC on Form 6-K on September 30, 2007. Ester’s historical financial statements for the years ended and as of December 31, 2006, December 31, 2005 and the six months ended June 30, 2007 were included in the Report of Foreign Issuer on Form 6-K furnished to the SEC on December 5, 2007.

The historical profit and loss account and balance sheet of Ester has been prepared in accordance with IFRS. For the purpose of presenting the unaudited pro forma condensed combined financial information, the profit and loss account and balance sheet relating to Ester have been adjusted to conform with U.S. GAAP as described in the notes to the unaudited pro forma condensed combined financial information.

The historical financial statements of Ester are presented in U.S. dollars.

Balance sheet information presented for both Amarin and Ester has been updated for material post balance sheet events. These events are separate from the acquisition and are detailed in Table 1 to the unaudited pro forma combined condensed consolidated balance sheet as at June 30, 2007.

The preliminary pro forma acquisition adjustments described in the notes are based on available information and certain assumptions made by Amarin management and may be revised as additional information becomes available. The unaudited pro forma condensed combined financial information is not intended to represent what Amarin’s financial position is or results of operations would have been if the acquisition had occurred on those dates or to project Amarin’s financial position or results of operations for any future period. The unaudited pro forma condensed combined financial results may not be comparable to, or indicative of, future performance.

Preliminary Purchase Price

The unaudited pro forma condensed combined consolidated financial information reflects a preliminary purchase price of an upfront payment of $5 million in cash and $10 million in Ordinary Shares and a deferred Ordinary Share payment of $5 million (which is considered more probable than not) for 100% of the outstanding shares of Ester. The estimated total purchase price for the acquisition of 100% of the outstanding shares of Ester is as follows (in thousands):

S-22

	$’000

Fair value of Ordinary Shares to be issued	10,000
Fair value of cash payment	5,000
Fair value of Ordinary Shares to be issued under Milestone Ia	5,000
Estimated direct acquisition costs	700

Total estimated purchase price	20,700

The final purchase price is dependent on the actual number of shares of Ordinary Shares issued and actual direct acquisition costs, together with contingent consideration which may become payable, in the future, on the achievement of certain milestones (as outlined above).

UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENT-FOR THE COMBINATION AT DECEMBER 31, 2006

	Amarin IFRS	Ester IFRS	Combined IFRS	Amarin adjustments between IFRS and U.S. GAAP					Combined U.S. GAAP
	$’000	$’000	$’000	$’000					$’000
	Note 1	Note 2	Note 3	Note 4	Note 5	Note 6	Note 7	Note 8	Note 9
Turnover	500	-	500	(389)	-	-	-	-	111
Cost of sales	-	-	-	-	-	-	-	-	-
Gross profit	500	-	500	(389)	-	-	-	-	111
Research & Development	(15,106)	(944)	(16,050)	-	7	-	34	-	(16,009)
Selling, general & administrative	(13,462)	(65)	(13,527)		97	674	70	(267)	(12,953)
Operating expenses	(28,568)	(1,009)	(29,577)	-	104	674	104	(267)	(28,962)
Operating loss	(28,068)	(1,009)	(29,077)	(389)	104	674	104	(267)	(28,851)
Finance income	3,344	10	3,354	-	-	-	-	-	3,354
Finance expense	(2,826)	-	(2,826)	-	-	-	-	-	(2,826)
Loss before tax	(27,550)	(999)	(28,549)	(389)	104	674	104	(267)	(28,323)
Tax	799	-	799	-					799
Loss for the period	(26,751)	(999)	(27,750)	(389)	104	674	104	(267)	(27,524)
Earnings per share - basic	(0.32)	(0.04)	(0.26)						(0.26)
Earnings per share – diluted	(0.32)	(0.04)	(0.26)						(0.26)
Weighted number of shares	82,337,052	24,618,414	106,955,466						106,955,466

Loss per share has been calculated as the loss for the year divided by the number of shares in issue. The number of shares on combination represents Ordinary Shares at December 31, 2006 of 82,337,052 and 24,618,414 shares to be issued to Ester’s shareholders as part of the initial consideration for the transaction.

Notes to pro forma income statement for the year ended December 31, 2006

1. This column represents the income statement from Amarin’s IFRS financial statements for the year ended December 31, 2006.

2. This column represents the income statement extracted from Ester’s IFRS financial statements for the year ended December 31, 2006.

3. This column shows the result of combining the effects of notes 1 and 2 above and forms the pro forma combined income statement for the acquisition of Ester by Amarin under IFRS. Amarin’s adjustments between IFRS and U.S. GAAP are detailed in notes 4 to 8 below:

4. Amarin received $500,000 in each of the years 2005 and 2006 on the licensing of certain rights to its LAX-202 candidate. Under IFRS, this license fee was recognized as income in 2005 and 2006. Under U.S. GAAP, under SAB 104, this fee is being deferred and amortized over LAX-202’s development period, which is estimated to be 5 years from January 1, 2006, upon the receipt of cash.

S-23

5. Under IFRS, Amarin booked a charge of $104,000 relating to national insurance on stock options which would be payable on stock option gains at the time of exercise. Under IFRS national insurance contributions are accrued over the vesting period of the underlying option. Under U.S. GAAP payroll taxes on stock options are accrued when the liability is incurred.

6. Under IFRS, Amarin capitalized an intangible asset of $9,636,000 and amortized annually. Under U.S. GAAP, in-process R&D was written off on acquisition. $674,000 represents the 2006 amortization charge.

7. IFRS requires that the fair value of share based payments is expensed to the income statement over the period the related services are received, together with an increase in equity. Under U.S. GAAP, the Company adopted SFAS No. 123R, “Share-Based Payment”, using the modified-prospective transition method, effective January 1, 2006 and therefore began to expense the fair value of all outstanding options over their remaining vesting periods to the extent the options were not fully vested as of the adoption date and began to expense the fair value of all options granted subsequent to December 31, 2005 over their requisite service periods. Since the adoption of SFAS No. 123R, the Binomial Lattice model has been applied to calculate the fair value of options. We recognize compensation expense for the fair value of those awards which have graded vesting on an accelerated recognition basis. For options granted prior to January 1, 2006, the Black Scholes model was applied to calculate the fair value of options and expensed on a straight-line basis.

8. Under IFRS, Amarin booked restructuring and property costs in 2005, part of these costs ($267,000) were not booked until 2006 under U.S. GAAP.

9. This column represents the unaudited pro forma combined condensed consolidated income statement for Amarin’s acquisition of Ester under U.S. GAAP and reflects those items disclosed in notes 1 to 8. The write-off, in accordance with U.S. GAAP, of the intangible that was created by the acquisition, is shown in note 11, table 3 below. This write-off is not recorded as an adjustment in the income statement as it is a non-recurring charge attributable to the acquisition of Ester that will be included in the income statement of Amarin within 12 months following the acquisition.

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED INCOME STATEMENT – FOR THE COMBINATION FOR THE 6 MONTHS ENDED JUNE 30, 2007

	Amarin IFRS	Ester IFRS	Combined IFRS	Amarin adjustments between IFRS and U.S. GAAP				Combined U.S. GAAP
	$’000	$’000	$’000	$’000				$’000
	Note 1	Note 2	Note 3	Note 4	Note 5	Note 6	Note 7	Note 8
Turnover	-	-	-	-	-	-	111	111
Cost of sales	-	-	-	-	-	-	-	-
Gross Profit	-	-	-	-	-	-	111	111
Research & Development	(7,373)	(393)	(7,766)	-	(8)	-	-	(7,774)
Selling, General & Administrative	(18,737)	(42)	(18,779)	8,953	(111)	(122)	-	(10,059)
Operating expenses	(26,110)	(435)	(26,545)	8,953	(119)	(122)	-	(17,833)
Operating loss	(26,110)	(435)	(26,545)	8,953	(119)	(122)	111	(17,722)
Finance income	1,200	7	1,207	-	-	-	-	1,207
Finance expense	-	-	-	-	-	-	-	-
Loss before tax	(24,910)	(428)	(25,338)	8,953	(119)	(122)	111	(16,515)
Tax	486	-	486	-	-	-	-	486
Loss for the period	(24,424)	(428)	(24,852)	8,953	(119)	(122)	111	(16,029)
Earnings per share - basic	(0.27)	(0.02)	(0.22)					(0.14)
Earnings per share - diluted	(0.27)	(0.02)	(0.22)					(0.14)
Number of shares	90,684,230	24,618,414	115,302,644					115,302,644

Loss per share has been calculated as the loss for the six month period divided by the number of shares in issue. No dilution arose due to option grant prices being below market price. The number of shares on combination represents Amarin’s number of shares at June 30, 2007 of 90,684,230 and 24,618,414 being the number of shares issued to Ester as part of the initial consideration for the transaction.

S-24

Notes to pro forma income statement for the period ended June 30, 2007

1. This column represents the income statement as extracted from Amarin’s IFRS financial statements for the period ended June 30, 2007.

2. This column represents the income statement extracted from Ester’s IFRS financial statements for the period ended June 30, 2007.

3. This column shows the result of combining the effects of notes 1and 2 above and forms the pro forma combined income statement for the acquisition of Ester by Amarin under IFRS. Amarin’s adjustments between IFRS and U.S. GAAP are detailed in notes 4 to 7 below:

4. Under IFRS externally purchased rights associated with pharmaceutical products which are in clinical trials phase of development can be capitalized and amortized where there is a sufficient likelihood of future economic benefit. Under U.S. GAAP specific guidance relating to pharmaceutical products in the development phase requires such amounts to be expensed unless they have attained regulatory milestones. Under IFRS Amarin had capitalized $8,953,000 at December 31, 2006 relating to Miraxion. This would have been expensed under U.S. GAAP. During the second quarter of 2007, Amarin impaired the Miraxion intangible in full.

5. Under IFRS, Amarin recorded a provision of $nil relating to national insurance amounts due on stock options which would be payable on stock option gains at the time of exercise. Under IFRS national insurance contributions are accrued over the vesting period of the underlying option. Under U.S. GAAP payroll taxes on stock options are accrued when the liability is incurred.

6. IFRS requires that the fair value of share based payments is expensed to the income statement over the period the related services are received, together with an increase in equity. Under U.S. GAAP, the Company adopted SFAS No. 123R, “Share-Based Payment”, using the modified-prospective transition method, effective January 1, 2006 and therefore began to expense the fair value of all outstanding options over their remaining vesting periods to the extent the options were not fully vested as of the adoption date and began to expense the fair value of all options granted subsequent to December 31, 2005 over their requisite service periods. Since the adoption of SFAS No. 123R, the Binomial Lattice model has been applied to calculate the fair value of options. We recognize compensation expense for the fair value of those awards which have graded vesting on an accelerated recognition basis. For options granted prior to January 1, 2006, the Black Scholes model was applied to calculate the fair value of options and expensed on a straight-line basis.

7. Amarin received $500,000 in each of the years 2005 and 2006 on the licensing of certain rights to its LAX-202 candidate. Under IFRS, this license fee was recognized as income in 2005 and 2006. Under U.S. GAAP, under SAB 104, this fee is being deferred and amortized over LAX-202’s development period, which is estimated to be 5 years from January 1, 2006, upon the receipt of cash.

8. This represents the unaudited pro forma combined condensed consolidated income statement for Amarin’s acquisition of Ester under U.S. GAAP and reflects those items disclosed in notes 1 to 7. The write-off, in accordance with U.S. GAAP, of the intangible that was created by the acquisition is shown in note 11, table 3 below. This write-off is not recorded as an adjustment in the income statement as it is a non-recurring charge attributable to the acquisition of Ester that will be included in the income statement of Amarin within 12 months following the acquisition.

S-25

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET AS AT JUNE 30, 2007

Below are several tables (Tables 1-3) showing the various steps in order to arrive at the unaudited pro forma combined condensed consolidated combined balance sheet under U.S. GAAP, as shown in the final column of Table 3.

Table 1 — Amarin at June 30, 2007, as adjusted for material post balance sheet events (“pbse”)

	Amarin IFRS			Amarin IFRS		Amarin IFRS			Amarin IFRS
		$000			$000		$000			$000
	Note 1			Note 1a		Note 1b			Note 2
ASSETS
Non-current assets
Property, plant and equipment		643			-		-			643
Intangible assets		-			-		-			-
Available for sale investment		24			-		-			24
Total non-current assets		667			-		-			667
Current assets
Current tax recoverable		1,363			-		-			1,363
Other current assets		1,434			-		-			1,434
Cash and cash equivalents		27,610			5,376		2,750			35,736
Total current assets		30,407			5,376		2,750			38,533
Total assets		31,074			5,376		2,750			39,200
LIABILITIES
Non-current liabilities
Financial liability		-			-		2,279			2,279
Other liabilities		92			477		-			569
Total non-current liabilities		92			477		2,279			2,848
Current Liabilities
Trade payables		2,324			-		-			2,324
Deferred credit		-			-		-			-
Accrued expenses and other liabilities		7,919			-		-			7,919
Total current liabilities		10,243			-		-			10,243
Total liabilities		10,335			477		2,279			13,091
EQUITY
Capital and reserves attributable to equity holders
Share capital		8,691			1,686		-			10,377
Share premium		139,938			3,213		(992	)		142,159
Share based payment reserve		7,419			-		-			7,419
Warrant reserve		10,614			-		992			11,606
Capital redemption reserve		27,633			-		-			27,633
Convertible debentures equity component		-			-		471			471
Treasury shares		(217	)		-		-			(217	)
Foreign currency translation adjustment		(1,926	)		-		-			(1,926	)
Retained earnings		(171,413	)		-		-			(171,413	)
Total capital and reserves		20,739			4,899		471			26,109
Total shareholders’ equity and liabilities		31,074			5,376		2,750			39,200

S-26

Notes to the pro forma balance sheet at June 30, 2007, as adjusted for post balance sheet events

1. This column represents the balance sheet as extracted from Amarin’s IFRS interim financial statements as at June 30, 2007.

Amarin’s balance sheet at June 30, 2007 has been adjusted for the following material post balance events which occurred between the deemed reference date for Amarin, of June 30, 2007 and the consummation of the acquisition of Ester on December 5, 2007.

1a. In conjunction with this transaction the Company expects to issue approximately of 16,290,900 Ordinary Shares in consideration for $5,376,000 (nominal value $1,686,000) and warrants to purchase 8,145,446 shares with an exercise price of $0.48 per share, the proceeds of which will be used to fund the combined operations of the Amarin group.

1b. In conjunction with this transaction the Company expects to issue convertible debt of $2,750,000 with a conversion price of $0.48 and warrants to purchase 2,291,666 shares with an exercise price of $0.48 per share. Interest on the convertible debt will be charged at 8% per annum.

2. The resulting balance sheet for Amarin under IFRS, as adjusted for material post balance sheet events from the starting for the unaudited pro forma combined condensed consolidated balance sheet, in Table 2.

Table 2 – Pro forma combined balance sheet at June 30, 2007 (IFRS)

	Amarin as adjusted IFRS		Ester as adjusted IFRS		IFRS			Combined IFRS
		$’000		$’000		$’000			$’000
	Note 3		Note 4		Note 5			Note 6
ASSETS
Non-current assets
Property, plant and equipment		643		5		-			648
Intangible assets		-		-		20,518			20,518
Available for sale investment		24		-					24
Total non-current assets		667		5		20,518			21,190

Current assets
Current tax recoverable		1,363		-		-			1,363
Other current assets		1,434		51		-			1,485
Cash and cash equivalents		35,736		172		(5,000	)		30,908
Total current assets		38,533		223		(5,000	)		33,756

Total assets		39,200		228		15,518			54,946

LIABILITIES
Non-current liabilities
Financial Liability		2,279		-		4,818			7,097
Other liabilities		569		5		-			574
Total non-current liabilities		2,848		5		4,818			7,671

Current Liabilities
Trade payables		2,324		55		-			2,379
Deferred Credit		-		-		-			-
Accrued expenses and other liabilities		7,919		27		700			8,646
Total liabilities		10,243		82		700			11,025

S-27

Amarin

as adjusted

IFRS

Ester

as adjusted

IFRS

Combined

IFRS

$’000

Note 3

Note 4

Note 5

Note 6

Total liabilities	13,091		87		5,518	18,696

EQUITY
Capital and reserves attributable to equity holders
Share capital	10,377		7		2,548	12,933
Share premium	142,159		9,608		7,452	159,218
Share based payment reserve	7,419		566		-	7,985
Warrant reserve	11,606		-		-	11,606
Capital redemption reserve	27,633		-		-	27,633
Convertible debentures equity component	471		-		-	471
Treasury shares	(217	)	-		-	(217	)
Foreign currency translation adjustment	(1,926	)	-		-	(1,926	)
Retained earnings	(171,413	)	(10,040	)	-	(181,453	)
Total capital and reserves	26,109		141		10,000	36,250
	-
Total shareholders’ equity and liabilities	39,200		228		15,518	54,946

Notes to pro forma balance sheet for the period ended June 30, 2007

3. Amarin’s June 30, 2007 IFRS balance sheet as adjusted for any material post balance sheet events.

4. Ester’s June 30, 2007 IFRS balance sheet as adjusted for any material post balance sheet events.

5. This adjustment reflects the purchase of the intangible assets, tangible fixed asset and working capital items as financed by the issuance of shares and cash consideration, and the accrual for the fair value of milestone 1a - $5 million. The following analyses the fair value accounting under IFRS.

	Ester			Fair value adjustments		Acquisition accounting IFRS			Recognition of milestone Ia			Acquisition Accounting after recognition of milestone Ia IFRS
		$’000			$’000		$’000			$’000			$’000

Intangible fixed assets		-			20,700		20,700			(182	)		20,518
Tangible fixed assets		5			-		5			-			5
Net current assets		141			-		141			-			141
Non current liabilities		(5	)		-		(5	)		-			(5	)
Financial liability		-			-		-			(4,818	)		(4,818	)

Net assets acquired		141			20,700		20,841			(5,000	)		15,841

Consideration
						No. of Shares (‘000)				$			$’000
Shares issued at fair value							24,618			0.4062			10,000
Cash consideration													5,000
Deferred consideration													5,000
Estimated direct acquisition costs													700
Cost of investment													20,700

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Fair value adjustments have been considered for all assets/liabilities present on Ester’s balance sheet at the date of acquisition (December 4 2007). For all asset classes other than intangible fixed assets, no fair value adjustment has been proposed due to materiality and specifically, the proximity to settlement for the other current assets and liabilities. Other acquisition liabilities have been considered but none have been noted that meet the requirements in IFRS 3.

The most significant fair value adjustment is the recognition of the intangible, representing intellectual property rights. As this transaction is an asset acquisition under IFRS 3 - Business Combinations, the fair value of the intangible is deemed to be the fair value of the consideration paid and any costs directly attributable to the acquisition. As detailed above, the fair value of the consideration to be paid is $19,818,000 and estimated costs of $700,000 are directly attributable to the acquisition.

IFRS 3 requires the intangible to be adjusted for any contingent consideration as soon as payment becomes probable and the amount can be measured reliably. Achievement of milestone Ia is considered to be more probable than not and payment can be measured reliably, and therefore milestone Ia has been included as a cost of acquisition. A description of the contingent consideration is described in detail above (see preliminary purchase price).

6. This represents the unaudited pro forma combined condensed balance sheet for Amarin’s acquisition of Ester under IFRS and this forms the starting point for the following table of adjustments which shows the further adjustments required to arrive at the combined U.S. GAAP balance sheet. See Table 3, below.

Table 3 – Pro forma combined balance sheet at June 30, 2007 (U.S. GAAP)

	Combined IFRS		Amarin adjustments between IFRS and U.S. GAAP		Amarin adjustments between IFRS and U.S. GAAP		Reversal of acquisition accounting difference between IFRS and U.S. GAAP			Acquisition accounting U.S. GAAP			Combined U.S. GAAP
		$’000		$’000		$’000		$’000			$’000			$’000
	Note 7		Note 8		Note 9		Note 10			Note 11			Note 12
ASSETS
Non-current assets
Property, plant and equipment		648		-		-		-			-			648
Intangible assets		20,518		-		-		(20,518	)		-			-
Available for sale investment		24		-		-		-			-			24
Total non-current assets		21,190		-		-		(20,518	)		-			672

Current assets
Current tax recoverable		1,363		-		-		-			-			1,363
Other current assets		1,485		-		-		-			-			1,485
Cash and cash equivalents		30,908		-		-		5,000			(5,000	)		30,908
Total current assets		33,756		-		-		5,000			(5,000	)		33,756

Total assets		54,946		-		-		(15,518	)		(5,000	)		34,428

LIABILITIES
Non-current liabilities
Financial liability		7,097		-		-		(4,818	)		4,818			7,097
Other liabilities		97		-		41,354		-			-			41,928
Total non-current liabilities		7,671		-		41,354		(4,818	)		4,818			49,025

Current Liabilities
Trade payables		2,379		-		-		-			-			2,379
Deferred credit		-		-		-		-			-			-
Accrued expenses and other liabilities		8,646		778		-		(700	)		700			9,424
Total current liabilities		11,025		778		-		(700	)		700			11,803
Total liabilities		18,696		778		41,354		(5,518	)		5,518			60,828

S-29

Combined

IFRS

Amarin

adjustments

between

IFRS and

U.S. GAAP

Amarin

adjustments

between

IFRS and

U.S. GAAP

Reversal of

acquisition

accounting

difference

between

IFRS and

U.S. GAAP

Acquisition

accounting

U.S. GAAP

Combined

U.S. GAAP

$’000

Note 7

Note 8

Note 9

Note 10

Note 11

Note 12

EQUITY
Capital and reserves attributable to equity holders
Share capital	12,933		-		-		(2,548	)	2,548		12,933
Share premium	159,218		-		-		(7,452	)	7,452		159,218
Share based payment reserve	7,985		-		-		-		-		7,985
Warrant reserve	11,606		-		-		-		-		11,606
Capital redemption reserve	27,633		-		-		-		-		27,633
Treasury shares	(217	)	-		-		-		-		(217	)
Convertible debentures equity component	471		-		-		-		-		471
Foreign currency translation adjustment	(1,926	)	-		-		-		-		(1,926	)
Retained earnings	(181,453	)	(778	)	(41,354	)	-		(20,518	)	(244,103	)
Total capital and reserves	36,250		(778	)	(41,354	)	(10,000	)	(10,518	)	(26,400	)

Total shareholders’ equity and liabilities	54,946		(778	)	-		(15,518	)	(5,000	)	34,428

Notes to pro forma balance sheet for the period ended June 30, 2007

7. Combined IFRS balance sheet adjusted for all material post balance sheet events

8. Amarin received $500,000 in each of the years 2005 and 2006 on the out-licensing of certain IP rights. Under IFRS, this license fee was recognized as income in 2005 and 2006. Under U.S. GAAP, under SAB 104, this fee is being deferred and amortized over the development period.

9. Under IFRS, no provision was required for contingent consideration relating to the acquisition of Amarin Neuroscience Limited (we availed of the exemption under IFRS 1- “First-time Adoption of International Financial Reporting Standards”. Under U.S. GAAP, a deferred credit of $41,354k was recognized as the cap of negative goodwill.

10. Reversal of IFRS acquisition accounting adjustment detailed in note 5 above.

11. This adjustment reflects the purchase of the intangible assets, tangible fixed asset and working capital items as financed by the issuance of shares and cash consideration. The following analyses the fair value accounting under U.S. GAAP in accordance with FAS 141 – Business Combinations.

Fair value adjustments have been considered for all assets/liabilities present on Ester’s balance sheet at the date of acquisition (December 4, 2007). For all asset classes other than intangible fixed assets, no fair value adjustment has been proposed due to materiality and specifically, the proximity to settlement for the other current assets and liabilities. Other acquisition liabilities have been considered but none have been noted.

The most significant fair value adjustment is the recognition of the intangible, representing intellectual property rights. As this transaction is an asset acquisition under FAS 141 – Business Combinations, the fair value of the intangible is deemed to be the fair value of the consideration paid and any costs directly attributable to the acquisition. As detailed above, the fair value of the consideration to be paid is $19,818,000 and estimated costs of $700,000 are directly attributable to the acquisition.

This table shows the intangible asset that was created by the acquisition was written off as in process research and development in accordance with U.S. GAAP

S-30

Ester

Fair

value

adjustments

Acquisition

accounting

Recognition

of milestone

Acquisition

accounting

after

recognition

of milestone Ia

Write-off of intangible asset as

in-process research & development

U.S. GAAP

acquisition

accounting

$’000