1.

Definitions1

2.

Distribution7

3.

Supply9

4.

Delivery, Inspection, Storage and Sale11

5.

Marketing and Promotion14

6.

Registration14

7.

Representations, Warranties, Covenants, Limitations of Liability and Indemnification15

8.

Pharmacovigilance20

9.

Recall, Withdrawal and Market Notification of Product23

10.

Records, Stock Statements and Audits23

11.

Payments24

12.

Trademarks and Intellectual Property25

13.

Compliance, Audit and Certification27

14.

Term and Termination30

15.

Rights after Termination and Expiration31

16.

Confidentiality33

17.

General Provisions36

1.1

“Active Moiety” means the molecule or ion, excluding those appended portions of the molecule that cause the drug to be an ester, salt (including a salt with hydrogen or coordination bonds) or other non-covalent derivative (such as a complex, chelate, or clathrate) of the molecule, responsible for the physiological or pharmacological action of the drug substance.

1.2

“Adverse Event” means any adverse event associated with the use of a drug product in humans, whether or not it is considered drug related, including the following: an adverse event occurring during the use of a drug product in professional practices, either by prescription or in an ongoing clinical study; an adverse event occurring via a drug overdose, whether accidental or intentional; an adverse event occurring from drug abuse; an adverse event occurring from drug withdrawal; any significant failure of expected pharmacological action (lack of efficacy).

1.3

“Affiliate” means a Person that controls, is controlled by or is under common control with a Party, but only for so long as such control exists.  For the purposes of this Section 1.3, the word “control” (including, with correlative meaning, the terms “controlled by” or “under the common control with”) means the actual power, either directly or indirectly through one or more intermediaries, to direct the management and policies of such Person or entity, whether by the ownership of more than fifty percent (50%) of the voting stock of such entity, or by contract or otherwise.

1.4

“Applicable Incoterms” means the International Chamber of Commerce Incoterms (2010) [***].

1.5

“Applicable Law(s)” means any (a) applicable law, statute, rule, regulation, guideline, ordinance or other pronouncement of any Governmental Body having the effect of law or (b) guidance of any Governmental Body in the Territory.

1.6

“Applicable Service Fee Percentage” means the percentage set forth in Section 11.3.2, as same may be adjusted in accordance with Section 11.3.5.

1.7

“Business” means business resulting from the sale of Products to Customers by Biologix and delivered by Biologix to Customers and based on the local market needs of the Territory other than Tender Business.

1.8

“Certificate of Analysis” means a document identified as such and provided by Amarin to Biologix that sets forth the analytical test results against the specifications (in accordance with the Quality Agreement) for a specified lot of Product shipped to Biologix.

1.9

“Change of Control” means, with respect to Biologix: (a) a transaction or series of related transactions that results in the sale or other disposition of all or substantially all of Biologix’s assets; or (b) a merger or consolidation in which Biologix is not the surviving corporation or in which, if Biologix is the surviving corporation, the shareholders of Biologix immediately prior to the consummation of such merger or consolidation do not, immediately after consummation of such merger or consolidation, possess, directly or indirectly through one or more intermediaries, a majority of the voting power of all of the surviving entity’s outstanding stock and other securities and the power to elect a majority of the members of Biologix’s board of directors; or (c) a transaction or series of related transactions (which may include a tender offer for Biologix’s stock or the issuance, sale or exchange of stock of Biologix) if the shareholders of Biologix immediately prior to the initial such transaction do not, immediately after consummation of such transaction or any of such related transactions, own, directly or indirectly through one or more intermediaries, stock or other securities of the entity that possess a majority of the voting power of all of Biologix’s outstanding stock and other securities and the power to elect a majority of the members of Biologix’s board of directors.  For the avoidance of doubt, the reorganization of a holding company owned by the shareholders of record of Biologix immediately prior to such reorganization shall not be considered as a Change of Control; provided, that immediately following such reorganization, Biologix is wholly-owned by such holding company and such shareholders possess at least a majority of the voting power of all of the outstanding stock and other securities of, and the power to elect a majority of the members of board of directors of, such holding company.

1.10

“Competing Product” means [***].

1.11

“Confidential Information” of a Party, means information relating to the business, operations or products of a Party or any of its Affiliates, including any technical information, know-how, trade secrets, or inventions that such Party discloses to the other Party under this Agreement, or otherwise becomes known to the other Party by virtue of this Agreement.

1.12

“Customers” means any Person within the Territory who is solicited to place or who places an order for Products with Biologix, and to whom Products are delivered by Biologix.

1.13

“Dollars” and “$” means United States dollars.

1.14

“Field” means the (a) treatment of (i) very high triglycerides (VHTG) (e.g., levels of at least 500mg/dL), (ii) high triglycerides (HTG) (e.g., levels of 200mg/dL to 499mg/dL) and (b) risk reduction of cardiovascular disease associated with elevated triglyceride levels (e.g., levels of at least 150 mg/dL) and (c) add on therapy or a combination to or with a statin or fenofibrate.

1.15

“First Commercial Sale” means the first sale for use or consumption of any Product in any Part of the Territory whether resulting from named patient sales or after Product Registration has been obtained for commercial sale of such Product in such Part of the Territory.

1.16

“Floor Price” means [***].

1.17

“GMP” means all applicable standards relating to manufacturing practices for intermediates, active pharmaceutical ingredients or finished pharmaceutical products, including (a) the principles detailed in the U.S. Current Good Manufacturing Practices, 21 C.P.R. Parts 210 and 211, The Rules Governing Medicinal Products in the European Community, Volume IV Good Manufacturing Practice for Medicinal Products, and Q7 A Good Manufacturing Practice Guidance For Active Pharmaceutical Ingredients (ICH Q7 A), and (b) the principles promulgated by any applicable Governmental Body having jurisdiction over the manufacture of the API and drug product, in the form of laws, rules or regulations, in each case as in effect at the Effective Date and as amended, promulgated or accepted by any applicable Governmental Body from time to time during the Term.

1.18

“Governmental Body” means any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or entity and any court or other tribunal); (d) multi-national or supranational organization or body; or (e) individual, entity, or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

1.19

“Marketing Authorization” means the approval from an applicable Governmental Body to commence marketing of the Product in the Field in the Territory or any Part of the Territory.

1.20

“Part of the Territory” means, individually, each country of the Territory.

1.21

“Person” means any natural person, corporation, firm, business trust, joint venture, association, organization, company, partnership or other business entity, or any Governmental Body or political subdivision thereof.

1.22

“Product(s)” means a pharmaceutical preparation in current (as of the Effective Date) capsule dosage form incorporating icosapent ethyl as an active ingredient to be administered to humans for therapeutic uses.  For clarity, the Product is currently being commercialized by Amarin in the United States market under the trademark VASCEPA® (formerly known as AMR-101).

1.23

“Product Complaint” means any written, verbal or electronic expression of dissatisfaction regarding any Product sold by or on behalf of Biologix (or any of its Sub-Distributors) in the Territory, including reports of actual or suspected product tampering, contamination, mislabelling, misbranding or inclusion of improper ingredients.

1.24

“Product Registration(s)” means all authorizations, licences, consents and governmental approvals, including Marketing Authorizations, granted by Governmental Bodies in the Territory necessary to permit the importation, distribution, promotion, marketing and sale of Product in the Field in the Territory, and any price and reimbursement approvals (“P&R Approvals”) required for this purpose.

1.25

“Purchase Order” means a written formal purchase order sent by Biologix to Amarin, delivered to Amarin electronically or by other means, detailing the specific type and exact quantity of Product requested to be purchased, purchase price and the requested delivery date.  All Purchase Orders must be delivered to Amarin at least [***] in advance of the requested delivery date and conform to a previously issued Forecast.

1.26

“Quality Agreement” means that certain quality agreement, defining certain terms of quality control and quality assurance relating to Product supplied by Amarin to Biologix, for distribution and commercial sale in the Field in the Territory, during the Term, and negotiated and entered into by the Parties [***] of the Effective Date; provided, that the Quality Agreement shall be consistent with the terms and conditions of this Agreement, and, in the event of conflict between the terms of this Agreement and the Quality Agreement, the terms of the Quality Agreement shall govern.

1.27

“Representatives” means, with respect to a given Party, its employees, consultants, contractors, advisors and agents.

1.28

“Sample” means a unit of prescription drug that is not intended to be sold and is intended to be distributed to a licensed practitioner to promote the sale of the Product in the Field in the Territory in accordance with this Agreement and all Applicable Laws.

1.29

“Sample Cost” means, [***].

1.30

“Sample Pack” means a Sample bottle or package containing [***] of Product.

1.31

“Selling Price” means the per capsule gross price for Product invoiced by Biologix to Sub-Distributors and Customers in any Part of the Territory; provided, that in no event shall the Selling Price be equal to or lower than the Floor Price, unless approved in advance in writing by Amarin.

1.32

“Service Fee” means an amount equal to the Applicable Service Fee Percentage of the Supply Price.

1.33

“Service Fee Payment” means an amount equal the Supply Price Payment times the Applicable Service Fee Percentage.

1.34

“Supply Price” means [***].

1.35

“Supply Price Payment” means [***].

1.36

“Tender Business” means business resulting from a Governmental Body requesting a quotation for Product from Biologix and, upon an award by such Governmental Body, such Product is sold to such Governmental Body by and with the assistance of Biologix.

1.37

“Territory” means Lebanon, Syria, Jordan, Saudi Arabia, Kuwait, Qatar, Bahrain, Oman, United Arab Emirates, Yemen, Iran, Iraq, Morocco, Algeria, Tunisia, Libya and Egypt.

1.38

“Third Party” means any Person other than Biologix, or Amarin or any of its Affiliates.

1.39

“Trademark(s)” means any word, name, symbol, color, shape, designation or any combination thereof, including any trademark, service mark, trade name, trade dress, brand name, sub-brand name, product configuration rights, design rights certification mark, collective mark, logo, tagline, slogan, design or business symbol, that functions as an identifier of source, quality, or, origin, whether or not registered, and all statutory and common law rights therein, and all registrations and applications therefor, together with all goodwill associated with, or symbolized by, any of the foregoing, including the marks on Exhibit A hereto.

1.40

“Unit” means [***].

1.41

“United States” or “U.S.” means the United States of America and its territories and possessions, including the District of Columbia, the U.S. Virgin Islands and the Commonwealth of Puerto Rico.

1.42

“VAT” means a value added tax or similar payment.

1.43

Additional Definitions.  The following terms have the meanings set forth in the corresponding Sections of this Agreement:

Term

Section/Article

“Agreement”

Preamble

“Amarin”

Preamble

“Amarin Competitor”

13.1

“Amarin Ireland”

Preamble

“Amarin Pharma”

Preamble

“Amarin Promotional Materials”

2.1.6

“Binding Forecast Period”

3.1.2

“Biologix”

Preamble

“Biologix Promotional Materials”

2.1.6

“Compliance Audit”

10.3

“CTD”

6

“Delivery Time”

4.1.1

“Effective Date”

Preamble

“Estimated Service Fee Payment”

11.3.2

“Estimated Supply Payment”

3.3.6

“FCPA”

13.2.1

“Forecast”

3.1.1

“GAAP”

17.6

“Indemnitee”

7.4.3

“Intellectual Property”

12.2

“Latent Defects”

4.2.3

“LCIA Rules”

17.10

“Losses”

7.4.1

“Marketing and Promotion Services”

Exhibit B

“Marketing Plan”

Exhibit B

“Minimum Sales”

Exhibit B

“OECD Convention”

13.2.1

“OFAC”

13.4

“Party” or “Parties”

Preamble

“P&R Approvals”

1.24

“Prepaid Purchase Deposit”

11.2.1

“Product Warranty”

7.2.3

“Provisional Unit Supply Price”

3.3.5

“Reconciliation Payment”

3.3.8

“Redacted Agreement”

16.7

“Regulatory Services”

6

“Service Fee Reconciliation Payment”

11.3.3

“Sub-Distributor”

2.2.2

“Term”

14.1.1

“Third Party Claim”

7.4.1

“UAE”

Preamble

“UK Bribery Act”

13.2.1

“Upfront Payment”

11.1.1

2.1

Scope of Appointment for Distribution Services

2.1.1

Amarin Ireland hereby appoints Biologix as its exclusive distributor for the distribution and sale of the Products in the Field in the Territory, subject to the terms and conditions set forth herein.

2.1.2

Biologix shall register, promote, market, distribute and sell the Products in the Field in the Territory as supplied by Amarin, under the packaging provided to Biologix by Amarin and under the Trademarks.  Biologix shall not make any changes or alterations whatsoever to the Products or packaging, without the prior written consent of Amarin, except as otherwise mutually agreed to by the Parties.

2.1.3

Biologix shall at its own expense handle and carry out the following tasks related to the Products: (i) incoming inspection, (ii) storage, (iii) order processing, (iv) order picking, (v) shipment to Customers and (vi) debt collection and handling of returned Products.  Biologix shall at all times act in accordance with Amarin’s instructions and perform activities under GMP, where required or applicable.

2.1.4

Subject to Section 7.1.11(ii), Biologix shall commence its promotion and sale of the Product in each Part of the Territory [***] of receiving the Marketing Authorization for the Product in such country.

2.1.5

Unless otherwise provided for in this Agreement, all costs related to the marketing, Product Registration, distributing and sale of the Product shall be solely borne by Biologix.  Amarin may, in its sole and absolute discretion, provide reasonable support to Biologix in furtherance thereof.

2.1.6

Biologix shall not start or perform, directly or indirectly, any clinical trials or any studies with respect to the Product.  Biologix has no publication rights whatsoever related to the

Product.  For clarity, with respect to the Product, Biologix shall not, and does not have any rights to, make any proposed academic, scientific or medical publications relating to any (i) clinical trials, clinical data or other studies or the results therefrom with respect to the Product, (ii) other data generated under this Agreement relating to the Product or (iii) Confidential Information of Amarin.  Notwithstanding anything herein to the contrary, Amarin shall provide Biologix with copies of its publications and presentations related to the Product that it uses for promotional purposes (the “Amarin Promotional Materials”).  Biologix is permitted to use the Amarin Promotional Materials as-is, without foreign (non-English) language translation.  In the event that Biologix determines that it would be necessary or useful to translate or make modifications to the Amarin Promotional Materials for use in the Territory, Biologix may use such materials as the basis to prepare translated publications and new presentations of same for use in the Territory (the “Biologix Promotional Materials”); provided, that the Biologix Promotional Materials shall comply with all Applicable Laws and regulatory requirements in the Territory, and any language translation (from English) of the Biologix Promotional Materials shall be performed by certified medical translators to ensure the truth and accuracy of the facts and conclusions contained therein.  During the Term, Biologix shall promptly provide Amarin with copies of all Biologix Promotional Materials and copies of same shall be included in each annual Marketing Plan.  During the Term, Biologix undertakes to archive copies of all Biologix Promotional Materials which shall be subject to Amarin’s audit rights under Section 10.3.

2.2

Restrictive Covenants and Territory Exclusivity

2.2.1

Biologix shall not subcontract any of its rights or obligations under this Agreement to any Person, without the prior written consent of Amarin.  Biologix will notify Amarin which of the Biologix Affiliates is acting as a distributor in any Part of the Territory in the event that Biologix FZCo decides to subcontract all or a portion of its rights or obligations hereunder to an Affiliate, Biologix FZCo shall first notify Amarin in writing and provide the identity of such Affiliate, the purpose of such subcontract and any other information requested by Amarin in connection therewith.  Notwithstanding anything herein to the contrary, Biologix FZCo shall (a) ensure that all such Affiliates shall be bound by and comply with all applicable terms and conditions of this Agreement, including Section 2.2 and (b) remain solely responsible and liable for the performance by any Affiliate of any of the obligations delegated to it by Biologix FZCo under to the terms of this Agreement.

2.2.2

Notwithstanding anything herein to the contrary, Biologix shall have the right to appoint, subject to the prior written consent of Amarin (not to be unreasonably withheld), [***] sub-distributor for each Part of the Territory (“Sub-Distributor”); provided, that, Biologix shall (a) ensure that all such Sub-Distributors shall be bound by and comply with all applicable terms and conditions of this Agreement, including Sections 2.2, 7.1 and 10.3, and (b) remain solely responsible and liable for the performance by any such Sub-Distributor of any of the obligations delegated to it by Biologix under to the terms of

this Agreement.  Notwithstanding anything herein to the contrary, Sub-Distributors shall only be permitted to distribute Product in the Territory and shall have no right to promote, market, or use Product in the Territory, including to any healthcare providers, pharmacies, physicians, physician’s assistants, nurse practitioners or other medical professionals licensed to prescribe, administer, or dispense drugs, and for clarity shall not perform any Marketing and Promotion Services.  For clarity, Amarin shall provide Biologix with reasonable advance written notice of a Compliance Audit of a Sub-Distributor and Biologix shall, and shall cause such Sub-Distributor to, cooperate with all reasonable requests of Amarin in connection therewith, in accordance with this Section 2.2.2 and Section 10.3.

2.2.3

Biologix shall not, directly or indirectly [***].

2.2.4

[***].

2.2.5

Amarin may appoint any Affiliate to perform any of its obligations or exercise any of its rights under this Agreement.

3.1

Supply and Forecasts

3.1.1

[***], Biologix shall provide to Amarin a written rolling twelve (12) month forecast of Biologix’s monthly requirements of Product (the “Forecast”) which shall represent a good faith estimate of the expected monthly purchase quantities of Product with a breakdown by month and for each Part of the Territory for Business.  Biologix shall provide to Amarin, [***] an update of the Forecast.  Notwithstanding the fact that there will be no Forecasting requirements for Tender Business, Biologix shall submit Purchase Orders in connection therewith.

3.1.2

The volumes of Product shown for the [***] of each Forecast, unless otherwise agreed to in advance in writing by Amarin, shall constitute a binding purchase obligation for Biologix (the “Binding Forecast Period”).  [***].

3.1.3

Biologix shall order all quantities of Product sufficient to meet market and Customer demand in the Territory.  Amarin shall use commercially reasonable efforts to supply Product to Biologix in sufficient quantities to meet the binding portion of the Forecast, as set forth in Section 3.1.2, for such Product and in accordance with the estimated requirements for such Product provided by Biologix in the Forecast, all subject to [***].

3.1.4

All Product shall, at the time of delivery by Amarin to Biologix, have [***]; provided, that the delivery date in the Purchase Order is consistent with the previously supplied Forecast.

3.1.5

In the event of Product in short supply, Amarin shall notify Biologix thereof.  During any period of such shortage, Amarin shall allocate in a reasonable manner Product as is available to Amarin with the right to adjust accordingly the quantities to be delivered under any existing Purchase Orders.

3.1.6

Amarin shall notify Biologix if any Purchase Order submitted by Biologix cannot be fulfilled on or before the applicable Delivery Time.

3.1.7

Each Purchase Order issued by Biologix shall (i) identify the portion of such order which is related to Business, Tender Business, and Sample Packs (as applicable) and (ii) identify any penalties which could be imposed on Biologix as a result of a delay in the delivery of Product under such order.

3.1.8

Subject to Section 17.7, in no event shall Amarin be responsible for any loss of any kind sustained or incurred by Biologix by reason of any failure or delay in Amarin supplying Product to Biologix unless such Product was included in the Binding Forecast Period and a related Purchase Order was accepted by Amarin pursuant to Section 3.2. Amarin’s obligations hereunder are dependent on Amarin’s ability to obtain the necessary raw materials and other elements of supply.

3.2

Order Process.  No Purchase Order for Products is binding on Amarin until it is acknowledged and accepted in writing by Amarin. [***]. Each Purchase Order for Product shall be exclusively governed by this Agreement.  None of the preprinted terms or conditions received from Biologix will amend or supplement this Agreement even if accepted by Amarin.

3.3

Prices for Sample Packs, Business and Tender Business

3.3.1

Sample Packs shall be sold by Amarin to Biologix at the Sample Cost.

3.3.2

For Business, Products shall be sold by Amarin to Biologix at the Supply Price established in the applicable Part of the Territory, as may be modified during the Term.

3.3.3

[***].

3.3.4

[***].

3.3.5

[***].

3.3.6

[***].

3.3.7

[***].

3.3.8

[***].

3.3.9

[***].

3.4

Payment Terms

3.4.1

Payment by Biologix shall be by bank transfer to bank account details indicated in the invoice and due in accordance with the terms set forth in Section 3.3.

3.4.2

With respect to all monies whatsoever to be paid by one Party to the other Party pursuant to this Agreement which are not paid on the due date, such amounts shall carry interest from such due date until receipt of payment by the applicable Party of all such monies at the then prevailing LIBOR interest rate [***].

3.4.3

To the extent possible and, in accordance with Section 11.2.1, the Parties will endeavor to off-set against one another all invoices sent from one Party to the other Party under this Agreement.

3.5

Invoicing; Collection of Invoices

3.5.1

Biologix shall directly invoice the Sub-Distributors and Customers for Product at the Selling Price.  Biologix shall at its risk and expense, collect all monies, taxes and charges due in connection with such sales.  Biologix shall assume any and all bad debt expenses, taxes and charges related to such sales.  The payment to Biologix by Sub-Distributors or Customers of invoices for Product in an amount below the Selling Price, whether due to standardized or government mandated pricing or otherwise, in any Part of the Territory, is at Biologix’s risk and expense.

3.6

Amarin’s Third Party Suppliers

3.6.1

Biologix acknowledges that Amarin uses Third Party manufacturers for the supply of Product and that Amarin has supply agreements in place with such Third Parties.  Amarin has certain obligations to such Third Party suppliers under such agreements and Biologix agrees, upon request by Amarin, to provide all information required under such agreements that is under Biologix’s control and provide reasonable assistance to Amarin in otherwise complying with such obligations.

4.1

Delivery of the Products

4.1.1

Amarin shall dispatch Product for delivery in accordance with Applicable Incoterms [***] from date of acceptance by Amarin of the applicable Purchase Order (the “Delivery Time”).  Delivery of Product shall be in accordance with Applicable Incoterms.

4.1.2

Notwithstanding the foregoing, Biologix shall promptly take all necessary steps to unload Product (including maintenance and compliance with the proscribed temperature control requirements for such Product) at their arrival in the Territory, to clear all customs formalities and importation formalities and to transport the Product to its warehousing where such Product shall be stored.  In addition, Biologix shall pay all customs duties or other taxes which are payable with respect to the importation and resale of the Product in the Territory.  For clarity, during the Term, Biologix shall be the importer of record for Product in the Territory.

4.1.3

Risk of loss in the Product will pass to Biologix in accordance with Applicable Incoterms.  After such delivery, Biologix shall be responsible for the Product and all related costs, including loading the Product, insurance of the Product, all customs and excise duties or fees, all transport from Amarin’s facility and from all ports, storage of the Product and delivery of the Product to Customers.  Title to the Product shall transfer to Biologix in accordance with Applicable Incoterms.  For the avoidance of doubt, Biologix will not have the right of return of any Product unless Biologix timely complies with the provisions of Section 4.2.

4.1.4

This Agreement and all shipments made hereunder shall at all times be subject to the approval by Amarin of Biologix’s financial condition.  If the financial condition of Biologix at any time results in its inability to pay its debts when due, or if Biologix fails to make any payment when due, or if Biologix is the affected Party under Section 14.2.2, in addition to any other rights Amarin may have, including under Section 14.2, Amarin may defer or decline to make any shipment or shipments hereunder or may condition any such shipment upon receipt of satisfactory security or cash payments in advance.

4.2

Quality Controls; Receipt of Product

4.2.1

Prior to each shipment of Product, Amarin shall provide Biologix with a Certificate of Analysis acceptable to and approved by Amarin, and, at Biologix’s reasonable request, Amarin shall provide Biologix with reasonable access to any applicable supporting data all in accordance with the Quality Agreement.  If any quality control of the Product is required by Applicable Laws or Amarin in the Territory upon importation of the Product (including maintenance and compliance with the proscribed temperature control requirements for such Product as set forth in Section 4.1.2), Biologix shall perform or cause to be performed such quality controls, and Amarin shall provide all reasonably requested units of samples for such controls on a free of charge basis.  In furtherance of the foregoing, if United States release testing methods need to be transferred to any applicable regulatory body in the Territory, then Biologix shall be solely responsible for the costs thereof; provided, that Amarin shall use commercially reasonable efforts to

cause its vendors to effect such transfer to Biologix and Biologix shall be solely responsible for the costs thereof.  All Product shall be transported and stored by Biologix in accordance with the Quality Agreement and any specifications provided in writing to Biologix by Amarin, from time to time, during the Term.

4.2.2

Biologix shall provide Amarin with a written acknowledgment of receipt within [***] of its receipt of Product at Biologix’s warehouses.  This written acknowledgment shall confirm the quantity of Product delivered, the delivery date and, if applicable, the quantity of Product with any apparent defects.  In the event Biologix fails to provide such written acknowledgement within aforesaid deadline, such Product shall be deemed to have been received in accordance with this Agreement, in particular in terms of delivery date, quantity and quality of Product.  Any claim regarding quantity of Products, delivery date and apparent defects received after such deadline shall be time barred and Biologix shall be deemed to have waived its rights.

4.2.3

In the event of any defects not discoverable upon inspection (“Latent Defects”), Biologix shall have an obligation to notify Amarin [***] upon discovery thereof, the failure of which shall result in such claim being time barred.  Any claim for Latent Defects shall become time barred [***] after discovery of the Latent defect.

4.2.4

When submitting a claim for defective Products, Biologix shall automatically, immediately and at its expense provide supporting documentation to substantiate such claim, including photographs, Third Party reports and any other evidence that may be requested by Amarin.  In the event that Amarin has delivered a defective Product for which Biologix has timely notified Amarin and which Biologix has returned promptly to Amarin, Amarin shall, at Biologix’s option, replace the returned Product or refund the Supply Price paid for such Product.  This replacement or refund shall be Biologix’s sole remedy to the exclusion of any other.  Any defective Product shall be forthwith returned to Amarin at Amarin’s cost or destroyed according to Amarin’s instructions.  Warranty claims shall not justify any delay in other payments due by Biologix to Amarin under this Agreement.

4.3

Storage and Minimum Inventory Levels

4.3.1

Biologix shall maintain in the Territory adequate storage facilities (capable of maintaining and complying with the proscribed temperature control requirements for Product as set forth in Section 4.1.2), including competent personnel, to properly store and handle the Product and to perform its other obligations under this Agreement.

4.3.2

Biologix undertakes to properly store the Products in accordance with (a) the requirements on their packaging, (b) any storage conditions set forth in the Quality Agreement and (c) any specifications provided in writing to Biologix by Amarin, from time to time, during the Term.  Biologix shall maintain adequate written procedures for warehouse, transport and storage control.

4.3.3

[***]. Biologix shall direct to Amarin requests for shipments of Product sufficiently in advance for Biologix to meet such level of inventory.  Such level of inventory may however be adjusted from time to time during the Term by Amarin in consultation with Biologix.  Biologix shall ensure that all of its Sub-Distributors comply with the terms of this Section 4.3.

4.3.4

Biologix shall observe the correct rotation of the inventory according to the accounting principle FEFO (First Expired First Out).  Biologix shall bear the financial risk of stock (expired Product) as Amarin shall not provide “free of charge” replacement of expired Products.

5.1

Marketing and Promotion Services

5.2

Marketing and Sales Efforts

5.3

Developments in the Territory

7.1

Representations, Warranties and Additional Covenants of Biologix

7.1.1

Biologix represents and warrants that: (i) all services delivered to Amarin under this Agreement shall be performed in a timely and compliant manner in accordance with all terms and conditions set forth in this Agreement and Applicable Law and to the highest professional standards and (ii) it has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement has been duly and validly authorized and approved by proper corporate action.

7.1.2

Biologix represents, warrants and covenants that it shall act in compliance with Applicable Laws effective in the Territory concerning Product and deliver Product as supplied by Amarin only to those Customers who are authorized to purchase such Product under Applicable Laws.  Biologix further represents, warrants and covenants that it shall deliver the Product in accordance with the requirements under Applicable Law.

7.1.3

Biologix represents, warrants and covenants that: (i) assuming due authorization, execution and delivery by Amarin, the execution, delivery and performance of this Agreement and the transactions contemplated hereby are legal and valid obligations binding on Biologix and enforceable against Biologix in accordance with its terms, (ii) this Agreement does not contravene or constitute a violation of (a) any Applicable Law in the Territory or of any Governmental Body and, to its knowledge, Biologix is in compliance in all material respects with all material Applicable Laws applicable to the

subject matter of this Agreement, or (b) any judgment, contract or other agreement to which Biologix is or will be a party or by which Biologix may be bound, (iii) Biologix shall comply with all Applicable Laws related to import and export control and (iv) the Product will not be resold, directly or indirectly, to prohibited countries under Applicable Law.

7.1.4

Biologix represents and warrants that, as of the Effective Date, all information provided to Amarin during the due diligence process, including Biologix’s responses to Amarin’s requests for information in connection therewith, is true and accurate in all material respects.

7.1.5

Biologix represents, warrants and covenants that, as of the Effective Date it has, and throughout the Term (at the time of execution or thereafter), it shall immediately notify Amarin in writing of the existence and content of any mandatory provision of Applicable Law in the Territory, or any other Applicable Laws, that conflict with any provision of this Agreement or which may negatively affect Amarin’s rights under this Agreement.

7.1.6

Biologix represents, warrants and covenants that it shall not make any false or misleading representation to a Third Party with respect to Amarin or the Product and it will not make any representations, warranties or guarantees with respect to specifications, features or capabilities of the Product that are not consistent with the product specifications listed in the Marketing Authorization.  Biologix shall not make any promises, representations or warranties with reference to the Product except as expressly made in Amarin Promotional Materials or otherwise authorized in writing by Amarin (in each case, to the extent compliant with Applicable Law).

7.1.7

Biologix represents, warrants and covenants that it shall not: (i) promote the Product for any unapproved-label indications, within the limits of its registration or Applicable Law, or beyond the approved patient population in the Field in the Territory, (ii) disparage, defame, discredit, or negatively comment to third parties in any way about or concerning the Product or Amarin (including Amarin’s activities, operations or other products); provided, that Biologix shall promptly notify Amarin upon it becoming aware of any instance of same by a Third Party, (iii) utilize deceptive, misleading or unethical business practices or (iv) take any action or inaction that would reasonably be likely to prejudice the value of Product.

7.1.8

Biologix represents and warrants that, except with respect to Product Registrations, (i) all necessary consents, approvals and authorizations of, and (ii) all notices to, and filings by Biologix with, all Governmental Bodies required to be obtained or provided by Biologix as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained and provided, except for those approvals, if any, not required at the Effective Date.  In connection therewith, Biologix represents that it and its Sub-Distributors are duly registered as pharmaceutical products distributors in each of their respective Parts of the Territory.

7.1.9

Biologix represents, warrants and covenants that it has not used, prior to the Effective Date, and shall not use, during the Term, in any capacity associated with or related to this Agreement, the services of any Persons who have been, or are in the process of being, (i) debarred under 21 U.S.C. § 335(a) or (b) or any comparable Applicable Law in the Territory, or (ii) excluded from participation in the Medicare program, any state Medicaid program or any other health care program.  Furthermore, neither Biologix nor any of its officers, employees, Sub-Distributors or consultants have been convicted of an offense under either (x) a federal or state law that is cited in 21 U.S.C. § 335(a) as a ground for debarment, denial of approval or suspension, or (y) any other comparable Applicable Law as a ground for debarment, denial of approval or suspension.  Biologix shall notify Amarin immediately upon learning of any circumstance that would cause this certification under this Section 7.1.9 to become false or inaccurate.

7.1.10

Biologix represents and warrants that, as of the Effective Date, neither Biologix, nor, to the knowledge of Biologix, its Sub-Distributors, have received written notice of any proceedings pending before or threatened by any Governmental Body with respect to any facility where the Product will be warehoused or stored.

7.1.11

Biologix represents, warrants and covenants that, during the Term, it (i) shall use commercially reasonable efforts to procure and maintain valid Product Registrations for the Product in the Territory, (ii) shall not market, promote, sell or distribute Product in the Territory until it has obtained valid Product Registrations required therefor unless local regulations allow for such supply and (iii) shall comply with the terms of usage for the Amarin Promotional Materials and Biologix Promotional Materials under Section 2.1.6.

7.1.12

Biologix represents, warrants and covenants that, during the Term, it shall comply with the terms and conditions of the Quality Agreement and the written pharmacovigilance agreement referenced in Section 8.1.

7.1.13

Biologix represents, warrants and covenants that: (i) as of the Effective Date, Biologix is solvent and has the ability to pay and perform all of its obligations as and when such obligations become due, including payment obligations and other obligations under this Agreement, (ii) as of the Effective Date, Biologix’s compensation programs for its sales Representatives do not, and during the Term will not with respect to the Product, provide financial incentives for the promotion, sales, and marketing in violation of any Applicable Laws or any professional requirements, (iii) as of the Effective Date, no claim or demand of any Governmental Body has been asserted to Biologix arising out of Biologix’s regulatory or distribution activities with respect to any other products that could reasonably be expected to impact Biologix’s ability to perform any of its obligations under this Agreement, and no investigations are pending or, to the knowledge of Biologix, threatened relating to such activities and (iv) during the Term, Biologix’s medical, regulatory or legal teams will review all training materials and programs prior to use by Biologix to ensure that such training materials and programs are in accordance

with the Marketing Plan and the Product Registrations and in compliance with Applicable Laws.

7.1.14

Biologix represents, warrants and covenants that, during the Term, all Product used by, or under authority of, Biologix shall be handled, stored and distributed by Biologix, in accordance with, and shall conform to, Applicable Law and the terms of this Agreement.

7.1.15

Failure to comply with any provision of this Section 7.1 shall constitute a material breach of this Agreement for which Amarin may terminate this Agreement effective immediately upon notice to Biologix pursuant to Section 14.2.1.

7.2

Representations and Warranties of Amarin

7.2.1

Amarin represents and warrants that, it has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement has been duly and validly authorized and approved by proper corporate action.

7.2.2

Amarin represents, warrants and covenants that: (i) assuming due authorization, execution and delivery by Biologix, the execution, delivery and performance of this Agreement and the transactions contemplated hereby are legal and valid obligations binding on Amarin and enforceable against Amarin in accordance with its terms and (ii) this Agreement does not contravene or constitute a violation of (a) any Applicable Law in the Territory or of any Governmental Body and, to its knowledge, Amarin is in compliance in all material respects with all material Applicable Laws applicable to the subject matter of this Agreement, or (b) any judgment, contract or other agreement to which Amarin is or will be a party or by which Amarin may be bound.

7.2.3

Amarin hereby represents and warrants that Product when delivered to Biologix will comply with the product specifications listed in the Marketing Authorization (the “Product Warranty”).  Amarin makes no other warranty, express or implied, in relation to the Product.

7.3

Limitation of Liability

7.3.1

In no event shall a Party, its Affiliates or Representatives be liable, whether under contract, tort, indemnity or otherwise, for any indirect, incidental, special, consequential, exemplary, special, reliance or punitive damages, including: (i) loss of profits, income, revenue or anticipated savings, contracts or business relationships, (ii) loss of goodwill or (iii) loss of capital, regardless of whether it was advised or notified of such damages in advance..

7.3.2

The foregoing limitation shall apply to the fullest extent permitted by Applicable Laws in the applicable jurisdiction.  In the event the foregoing limitation of liability shall be, for any reason, held unenforceable or inapplicable in any jurisdiction, [***].

7.3.3

Such limitation in this Section 7.3 shall not apply to damages arising under this Agreement from indemnification obligations or breach by either Party of their confidentiality obligations or damages caused by gross negligence or willful misconduct.  Further, such limitation in this Section 7.3 shall not apply for breach of material contractual obligations or product liability.

7.4

Indemnification and Insurance

7.4.1

Amarin hereby agrees to save, indemnify, defend and hold Biologix and its respective directors, officers, agents and employees harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising in connection with any and all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations or injunctions by a Third Party (each a “Third Party Claim”) to the extent resulting or otherwise arising from (i) any breach by Amarin or its Affiliates, sublicensees or subcontractors of any of Amarin’s representations, warranties, covenants or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct by Amarin or its Affiliates, sublicensees or subcontractors or their respective officers, directors, employees, agents or consultants in performing any obligations under this Agreement or (iii) any matter related to the manufacturing of the Product (including, for clarity, product liability Losses resulting therefrom) by Amarin or its Affiliates, sublicensees or subcontractors or their respective officers, directors, employees, agents or consultants.

7.4.2

Biologix hereby agrees to save, indemnify, defend and hold Amarin, its Affiliates, and their respective directors, agents and employees harmless from and against any and all Losses arising in connection with any and all Third Party Claims resulting or otherwise to the extent arising from (i) any breach by Biologix (or by any of its subcontractors, wholesalers or Sub-Distributors) of any of Biologix’s representations, warranties, covenants or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct by Biologix (or by any of its subcontractors, wholesalers or Sub-Distributors) or their respective officers, directors, employees, agents or consultants in performing any obligations under this Agreement, (iii) any matter related to the Territory specific packaging and labelling of Product, or the importation, exportation, distribution, promotion, marketing and sale of Product in the Field in the Territory (including, for clarity, any product liability Losses resulting therefrom) by Biologix (or by any of its subcontractors, wholesalers or Sub-Distributors) or their respective officers, directors, employees, agents or consultants, (iv) the failure by Biologix to initiate a Product recall, withdrawal or market notification that is proposed by Amarin under Article 9 or (v) any

claim with respect to a Latent Defect not timely notified by Biologix in accordance with Section 4.2.3.

7.4.3

The obligations to indemnify and defend set forth in Section 7.4.1 and 7.4.2 shall be contingent upon the Party seeking indemnification (the “Indemnitee”): (a) notifying the indemnifying Party of a claim, demand or suit [***] (provided, however, that Indemnitee’s failure or delay in providing such notice shall not relieve the indemnifying Party of its indemnification obligation except to the extent the indemnifying Party is prejudiced thereby), (b) allowing the indemnifying Party and/or its insurers the right to assume direction and control of the defense of any such Third Party Claim, (c) using its commercially reasonable efforts to cooperate with the indemnifying Party and/or its insurers in the defense of such Third Party Claim at the indemnifying Party’s expense, and (d) agreeing not to settle or compromise any Third Party Claim without prior written authorization of the indemnifying Party.  Indemnitee shall have the right to participate in the defense of any such Third Party Claim referred to in this Section 7.4.3 utilizing attorneys of its choice, at its own expense; provided, however, that the indemnifying Party shall have full authority and control to handle any such Third Party Claim.  The indemnifying Party shall have the right to settle or compromise any action or otherwise seek to terminate any pending or threatened action for which indemnity may be sought hereunder (whether or not any indemnified Party is a party thereto) as long as such settlement, compromise or termination includes an unconditional release of, and does not include an admission of liability by, each indemnified Party from all liability in respect of such Third Party Claim.

7.4.4

Each Party shall procure and maintain insurance that is available on commercially reasonable terms, including general liability, clinical trial insurance (as applicable), product liability insurance and other insurance as necessary, adequate to cover its obligations hereunder and which is consistent with normal business practices of prudent companies similarly situated at all times during which Product is being commercially distributed or sold by a Party pursuant to this Agreement, and such insurance coverage shall be, in no event less than, in amounts per loss occurrence and in the aggregate as are customary in the industry in the Territory.  It is understood that such insurance shall not be construed to create a limit of either Party’s liability with respect to its indemnification obligations under Section 7.4 or 17.1. Each Party shall provide the other Party with written evidence of such insurance upon request of the other Party and upon expiration of any one coverage.  Each Party shall provide the other Party with written notice at least thirty (30) days prior to the cancellation, nonrenewal or material change in such insurance which materially adversely affects the rights of the other Party hereunder.

8.1

Pharmacovigilance Generally

8.2

Global Safety Database

8.3

Medical Inquiries

8.4

Communications from Governmental Bodies

9.1

Notification

9.2

Decisions

9.3

Assistance from Biologix

9.4

[***].

10.1

Records

10.2

Stock Statements.  Biologix shall provide Amarin with a monthly stock statement containing the following information, per individual Product: (i) total amount held in stock on first day of month with expiration dates, (ii) total amount held in stock on last day of month with expiration dates, (iii) total amount of deliveries received in the month

and (iv) total amount distributed and invoiced by Biologix during the month detailed per named Customer.  This report shall be provided to Amarin on the first working day of each month during the Term (as applicable, taking into account the First Commercial Sale and Marketing Authorization dates and when Biologix receives its first shipment of Product from Amarin).

10.3

Audits

11.1

Upfront Payment

11.1.1

In consideration of being appointed the exclusive distributor of the Product in the Field in the Territory, and in recognition of the historic product development costs incurred by Amarin, on the Effective Date, Biologix shall pay to Amarin a one-time upfront amount equal to [***] (the “Upfront Payment”) by wire transfer of immediately available funds into an account designated in writing by Amarin.  The Upfront Payment shall be non-refundable and non-creditable against any other payments due hereunder.

11.2

Deposit for Prepaid Purchases

11.2.1

Biologix shall also make a one-time non-refundable deposit of [***] (the “Prepaid Purchase Deposit”) by wire transfer of immediately available funds into an account designated in writing by Amarin to be allocated to future purchases of Product inventory from Amarin.  The Prepaid Purchase Deposit shall be paid in two (2) equal instalments of [***], to be paid on the six (6) and twelve (12) month anniversary dates of the Effective Date.  Future invoices for (i) Product generated by Amarin pursuant to a corresponding Purchase Order and (ii) the Service Fee generated by Biologix, shall be credited against the Prepaid Purchase Deposit until the amount of such deposit is fully exhausted.

11.3

Service Fee

11.3.1

During the Term, from the Effective Date through the [***] following the first commercial launch of the Product in the Territory, Amarin shall pay Biologix a Service Fee in consideration of the services provided by Biologix under this Agreement; provided, that no Service Fee shall be payable on Sample Packs sold by Amarin to Biologix.

11.3.2

For all amounts of Product purchased by Biologix during any year of the Term, Biologix shall invoice Amarin, in the month of shipment [***] (“Estimated Service Fee Payment”), and Amarin shall pay (subject to Section 11.2.1) such invoiced amount [***]  after receipt of the invoice.  Where possible the Estimated Service Fee Payment will be set-off against payment of other invoices by Biologix.

11.3.3

[***], Biologix shall prepare and send to Amarin a report stating, on a Part of the Territory-by-Part of the Territory basis: (A) [***].

11.3.4

[***].

11.3.5

[***].

12.1

Trademark License

12.2

Intellectual Property

12.3

Ownership and Registration of Local Marks

12.4

Use Restrictions

12.5

No Warranty

12.6

Goodwill

12.7

Review of Materials

12.8

Notification of Infringement

12.9

Notification of Challenge

12.10

Notification by Amarin

12.11

Cooperation of Biologix

13.1

Change of Control

13.2

Compliance with Laws

13.2.1

OECD Convention on combating bribery of foreign public officials in international business transactions (the “OECD Convention”), the Foreign Corrupt Practices Act of

1977 of the United States of America (“FCPA”) and the UK Bribery Act 2010 (the “UK Bribery Act”) and the Applicable Laws in the Territory.  Biologix warrants that it will take no action in violation of the OECD Convention, the FCPA or the UK Bribery Act, and (without prejudice to the generality of the foregoing) will make no payment nor transfer anything of value, directly or indirectly, to any official of the Territory, political candidate of the Territory, political party of the Territory or official thereof, to influence any decision to obtain or retain business or gain an advantage in the conduct of business.  Biologix further warrants that it will not promise or give a financial or other advantage, directly or indirectly, to induce a Person to perform a function improperly in violation of the FCPA or the UK Bribery Act’s prohibition against commercial bribery;

13.2.2

U.S. export laws and regulations, U.S. sanction laws and regulations (including OFAC’s general licenses for medicines to be exported to Iran and Syria), U.S. anti-corruption laws and regulations and U.S. anti-boycott laws and regulations as applicable to exports to a country in the Territory;

13.2.3

U.S. re-export laws and regulations and U.S. sanction laws and regulations (including OFAC’s general licenses for medicines for exports to Iran and Syria) as applicable to exports to a country in the Territory;

13.2.4

Third country export and sanction laws and regulations as applicable to exports to a country in the Territory; and

13.2.5

U.S. anti-corruption laws and regulations and U.S. anti-boycott laws and regulations as may be applicable to subsidiary companies that are owned and/or controlled by Amarin Pharma.

13.3

Government Officials

13.4

Economic Sanctions

13.5

Export Controls

13.6

Compliance of Representatives

13.7

Compliance Program

13.8

Certification of Compliance

14.1

Term

14.1.1

This Agreement shall become effective on the Effective Date and, unless earlier terminated pursuant to this Article 14, shall remain in effect until (10) years after the first commercial launch of Product in the Territory (the “Term”).

14.1.2

The acceptance of one or more Purchase Orders by Amarin after the Term of this Agreement shall not constitute a renewal of this Agreement, but instead, distinct individual one-time Purchase Orders.

14.2

Termination

14.2.1

This Agreement may be terminated (in whole or in part) by either Party immediately upon written notice if the other Party fails to perform any of its duties or responsibilities or breaches any of its material obligations hereunder (including as set forth in Section 7.1.15), and such failure has not been remedied by such Party in breach within sixty (60) days from receipt of written notice of such breach.  For the avoidance of doubt, if either Party is entitled to terminate this Agreement in accordance with the foregoing, such Party shall have the right not to terminate this Agreement (and, in the case of Amarin, it shall have the right to make this Agreement non-exclusive as to Biologix); provided, however, that, in such event, such Party may exercise its available rights and remedies in accordance with Section 17.10; provided, further, that each Party shall remain subject to its payment obligations accrued under this Agreement prior to the effective date of termination.

14.2.2

In the event that either Party files a petition of bankruptcy, enters into insolvency or liquidation proceedings either voluntarily or involuntarily, or if a receiver is appointed with respect to the assets of such Party, or any similar action is filed by or against such Party under bankruptcy or insolvency laws, or such Party executes a bill of sale, deed of

trust of assignment for the benefit of creditors and such measure is not dismissed within thirty (30) days, then the Party not so affected shall have the right to terminate this Agreement; provided, that, if the affected Party provides evidence reasonably satisfactory to the non-affected Party that any such action under this Section 14.2.2 is without merit, then the non-affected Party shall not have the right to terminate this Agreement.

14.2.3

Amarin may terminate this Agreement by written notice with immediate effect:

(i)

in the event Biologix breaches any of the restrictive covenants under Section 2.2.3 or fails to meet its minimum sales targets [***] pursuant to Section 3.3 of Exhibit B;

(ii)

in the event Biologix undergoes a Change of Control by an Amarin Competitor; or

(iii)

in the event Biologix’s conduct is deemed prejudicial to the interests of Amarin.  Biologix acknowledges that any OECD Convention, FCPA, UK Bribery Act or other legislation violation, or refusal to subject itself to a Compliance Audit shall be considered highly prejudicial to the interests of Amarin.

14.2.4

Amarin may terminate this Agreement (on a Part of the Territory-by-Part of the Territory basis) by written notice to Biologix with immediate effect in accordance with Section 2.2.4 and 3.3.3.

14.2.5

Termination pursuant to this Section 14.2 shall be in addition to, and not in place of, Amarin’s other rights and causes of action.

14.3

Survival

15.1

Transfer of Marketing Authorization

15.2

Actions on Termination or Expiration

15.2.1

Biologix shall immediately cease to sell, distribute, market and promote the Product in the Field in the Territory;

15.2.2

Biologix shall immediately cease to describe itself as a distributor of the Product in the Field in the Territory and cause to be de-registered with any Governmental Body their status as a licensed distributor in the Territory on a Part of the Territory-by-Part of the Territory basis;

15.2.3

Biologix shall immediately return to Amarin, destroy or caused to be destroyed, as requested by Amarin, all at Biologix’s own cost, any and all documents (including, sales materials) and information which have been supplied by Amarin or been produced by or on behalf of Biologix hereunder and are in the possession of Biologix;

15.2.4

Biologix shall immediately cease to use any material, any stationery or any other document bearing a Trademark, trade name or symbols of Amarin or of its Affiliates;

15.2.5

Any amounts which Amarin is entitled to hereunder shall become immediately payable by Biologix;

15.2.6

Biologix shall not be entitled to exercise any rights granted by Amarin in this Agreement, except for the rights which, according to the provisions of this Agreement, shall survive termination or expiration thereof;

15.2.7

All unshipped orders of Biologix, even though previously accepted by Amarin shall automatically become null and void without any liability of either Party; provided, that (i) subject to Biologix’s payment in advance to Amarin, Amarin shall ship valid and binding Purchase Orders (subject to Section 3.3.4) accepted and acknowledged in writing prior to notification of termination of this Agreement or its expiration and (ii) with respect to any unused portion of the Prepaid Purchase Deposit, Amarin shall decide, in its sole discretion, (a) whether to ship valid and binding Purchase Orders accepted and acknowledged in writing prior to notification of termination of this Agreement or its expiration and/or (b) to return any unused portion of such Prepaid Purchase Deposit to Biologix; and

15.2.8

Biologix shall provide all necessary assistance, at its own expense, to ensure a smooth transition to Amarin or any Person designated by Amarin of the activities contemplated by this Section 15.2; including, entering into good faith discussions with Amarin to assess the implications of any termination or expiration of this Agreement and assist with the development of an action plan to facilitate such transition to a Third Party and, in this case, Biologix shall take no steps to jeopardize or harm the prospects of Amarin in either

establishing its direct sales and marketing presence, or new relationship with a Third Party in the Territory.

15.3

Inventory of Products

15.3.1

[***]  from the date of termination or expiration of this Agreement, Biologix shall submit to Amarin a complete list of Product in stock and shall upon request grant Amarin’s Representatives access to all such Product.  [***] from receipt of such list and the granting of such access, Amarin shall have the right to repurchase all or part of such Product then owned by Biologix, [***].

15.3.2

If, in the reasonable opinion of Amarin, any of the Product owned by Biologix has become unfit for sale, such Product shall be disposed of by Biologix at its expense in accordance with instructions given by Amarin and there shall be no refund due to Biologix from Amarin in connection therewith.

15.3.3

Biologix shall promptly pack and ship to such destination as Amarin may direct the Product that Amarin has chosen to repurchase.  [***], Amarin shall repay to Biologix the Supply Price of such Product plus reasonable freight and insurance charges and applicable duties actually paid by Biologix.  The Parties will cooperate in providing such assistance as either Party may require in order to obtain drawbacks or refunds or reductions of duties or taxes levied on the Product repurchased.  In the event Amarin does not repurchase any inventory or purchases only part thereof, [***]

15.4

No Liability

15.5

Existing Payment Obligations

16.1

Confidentiality Obligations

16.1.1

is or becomes generally available to the public other than as a result of disclosure by Biologix;

16.1.2

is already known by or in the possession of Biologix at the time of disclosure by Amarin;

16.1.3

is independently developed by Biologix without use of or reference to the Amarin’s Confidential Information; or

16.1.4

is obtained by Biologix from a Third Party that has not breached any obligations of confidentiality.

16.2

Non-Disclosure

16.3

Use

16.4

Required Disclosure

16.5

Publications

16.6

Publicity

16.7

Required Filings

17.1

Taxes

17.2

Relationship of the Parties

17.3

Assignment

17.3.1

Except as expressly provided herein, neither this Agreement nor any interest hereunder shall be assignable, nor any other obligation delegable, by Biologix without the prior written consent of Amarin.

17.3.2

Amarin may assign this Agreement, in whole or in part, without the consent of Biologix to (i) any Affiliate or (ii) any Third Party to whom Amarin sells all or substantially all of the assets related to this Agreement; provided, that, as a condition to such assignment, the acquirer of such assets shall agree to be bound by the terms and conditions of this Agreement.  Amarin shall give written notice to Biologix promptly following any such assignment; and provide Biologix with any necessary documents as required by the Governmental Bodies so as to maintain the Marketing Authorizations (and where applicable other Product Registrations) in the Territory.

17.3.3

No assignment under this Section 17.3 shall relieve the assigning Party of any of its responsibilities or obligations hereunder and, as a condition of such assignment, the assignee shall agree in writing to be bound by all obligations of the assigning Party hereunder.  This Agreement shall be binding upon the successors and permitted assigns of the Parties.

17.3.4

Any assignment not in accordance with this Section 17.3 shall be void.

17.4

Performance and Exercise by Affiliates

17.5

Further Actions

17.6

Accounting Procedures

17.7

Force Majeure

17.8

Entire Agreement of the Parties; Amendments

17.9

Captions

17.10

Governing Law and Disputes

17.11

Notices and Deliveries

If to Amarin Pharma:
Name:  Amarin Pharma, Inc.
Street:  1430 Route 206, Suite 101
City/State: Bedminster, NJ 07921
Country:  U.S.A.
Attn:  Chief Executive Officer
Facsimile:  1-908-719-3012

With a copy to:
Name:  Amarin Pharma, Inc.
Street:  1430 Route 206, Suite 101
City/State:  Bedminster, NJ 07921
Country:  U.S.A.
Attn:  General Counsel
Facsimile:  1-908-719-3012

If to Amarin Ireland:
Name: Amarin Pharmaceuticals Ireland Limited

Street:  88 Harcourt Street, Dublin 2, Co
City/State:  Dublin
Country:  Ireland
Attn:  Chief Executive Officer
Facsimile:  Not valid notice

With a copy to:
Name:  Amarin Pharma, Inc.
Street:  1430 Route 206, Suite 101
City/State:  Bedminster, NJ 07921
Country:  U.S.A.
Attn:  Chief Executive Officer and General
Counsel, respectively
Facsimile:  1-908-719-3012

If to Biologix:
Name: Nabil KHoury
Street: Road WB 21, Warehouse C17 PO Box
54405, Al Tawar Dubai
City: Dubai Airport Free Zone Area
Country: United Arab Emirates
Attn: Nabil KHoury
Facsimile: +971 4 2997172

With a copy to:
Name:  Nicole Bardawil
Street:  Sea Road - Algorithm Bldg.
City:  Zouk
Country:  Lebanon
Attn:  Selim Ghorayeb
Facsimile:  +961 9 222141

17.12

Language

17.13

Waiver

17.14

Severability

17.15

No Implied License

17.16

Interpretation

17.17

Counterparts

Biologix FZCo

Amarin Pharmaceuticals Ireland Limited

By:  

By:  /s/  Patrick O’Sullivan

[***]

Name:  Patrick O’Sullivan

Title:  Director