UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
September 29, 2004
Commission File Number 0-21392
AMARIN CORPORATION PLC
(Translation of registrant's name into English)
7 Curzon Street
London W1J 5HG
England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
Attachment:
Material Events
(a) Amarin Corporation announces signing of Settlement Agreement
with Valeant Pharmaceuticals International.
This report on Form 6-K is hereby incorporated by reference
in (a) the registration statement on Form F-3 (Registration No.
333-104748) of Amarin Corporation plc and in the prospectus
contained therein, (b) the registration statement on Form F-3
(Registration No. 333-13200) of Amarin Corporation plc and in the
prospectus contained therein and (c) the registration statement on
Form F-3 (Regisstration No. 333-12642) of Amarin Corporation plc and
in the prospectus contained therein, and this report on Form 6-K
shall be deemed a part of each such registration statement from the
date on which this report is filed, to the extent not superseded by
documents or reports subsequently filed or furnished by Amarin
Corporation plc under the Securities Act of 1933 or the Securities
Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMARIN CORPORATION PLC
By: /s/ RICHARD A.B. STEWART
Name: Richard A.B. Stewart
Title: Chief Executive Officer
Date: September 29, 2004
EXHIBIT INDEX
Index to Exhibits
Exhibit Item Sequentially Numbered Page
(a) Material event description 4
Contact:
Rick Stewart
Chief Executive Officer
Amarin Corporation plc
Phone: +44 (0) 207 907 2442
investor.relations@amarincorp.com
Alan Cooke
Chief Financial Officer
Amarin Corporation plc
Phone: +44 (0) 207 907 2442
AMARIN CORPORATION ANNOUNCES RESOLUTION OF VALEANT
DISPUTE
-- Amarin and Valeant sign settlement agreement --
LONDON, United Kingdom, September 29, 2004 - Amarin Corporation plc
(NASDAQSC: AMRN) today announced that it has signed a settlement agreement
with Valeant Pharmaceuticals International (Valeant) (NYSE: VRX) resolving
an outstanding dispute relating to the sale of Amarin Pharmaceuticals Inc
("API") in February 2004.
As previously announced on February 26, 2004, Amarin completed the sale of API
and a majority of its U.S. products to Valeant and upon closing API became a
wholly owned subsidiary of Valeant. As reported in Amarin's report on Form 20-F
for the year ended December 31, 2003, the asset purchase agreement for this
transaction provided for a purchase price adjustment based on variations between
a pro forma balance sheet agreed between the parties and a closing date balance
sheet to be prepared after the closing. Subsequent to the closing of the sale, a
dispute arose relating to adjustments to the closing date balance sheet.
Under the main terms of the settlement agreement and in consideration of the
mutual release of such claims, Amarin and Valeant have agreed to amend the asset
purchase agreement to waive $6 million of the $8 million in contingent
milestones due to Amarin from Valeant. The remaining $2 million is now no
longer contingent and is payable by Valeant to Amarin on November 30, 2004. In
addition, Amarin's contingent obligation to repurchase $414,000 of wholesale
inventory has been waived by Valeant.
The settlement agreement is conditional upon consent to such amendment to the
asset purchase agreement being given by Elan Corporation plc (or its assignees)
on or before October 7, 2004. Of the $2 million payable to Amarin by Valeant on
November 30, 2004, $1 million is payable to Elan as part of the original
settlement between Elan and Amarin on February 25, 2004.
Rick Stewart, Chief Executive Officer of Amarin commented, "We are pleased that
this dispute has been resolved amicably and that our good collaborative
relationship with Valeant remains intact. The resolution of this dispute removes
this uncertainty for the company and our shareholders."
About Amarin Corporation
Amarin Corporation plc is a neuroscience company focused on the development and
commercialisation of novel drugs for the treatment of central nervous system
disorders. Miraxion is in phase III development for Huntington's disease and is
in phase II development for treatment unresponsive depression.
For press releases and other corporate information, visit our website at
http://www.amarincorp.com.
Statements in this press release that are not historical facts are forward-
looking statements that involve risks and uncertainties which may cause the
Company's actual results in future periods to be materially different from any
performance suggested herein. Such risks and uncertainties include, without
limitation, the uncertainty of entering into and consummating a definitive
agreement on terms acceptable to the parties, the inherent uncertainty of
pharmaceutical research, product development and commercialization, the impact
of competitive products and patents, as well as other risks and uncertainties
detailed from time to time in periodic reports. For more information, please
refer to Amarin Corporation's Annual Report for 2003 on Form 20-F and its Form
6-Ks as filed with the U.S. Securities and Exchange Commission. The company
assumes no obligation to update information on its expectations.