Description of Beneficial Ownership and Participants
Fund GP LLC is the general partner of Fund GP LP. Fund GP LP is
(i) a special member of Catapult, (ii) the general
partner of Hawkeye and ISP, and (iii) the sole member of
Offshore GP. Offshore GP is the general partner of Offshore, Master
II and Athena. Management GP is the general partner of Sarissa
Capital. Sarissa Capital is (i) a registered investment
advisor to Hawkeye, ISP, Offshore, Master II, Athena, and Atom, and
(ii) the managing member of Catapult. Dr. Denner is the
managing member of Fund GP LLC and Management GP. Dr. Denner is
also (i) the Chief Investment Officer of Sarissa Capital, and
(ii) a member of the board of directors of Athena. As such,
Dr. Denner is in a position, indirectly, to determine the
investment and voting decisions made by each of the other
Beneficial Owners.
The principal business address of each of the Participants, other
than Dr. Cohen, Mr. Horn, Mr. Sterling, and
Ms. Sullivan, is c/o Sarissa Capital Management LP, 660
Steamboat Road, 3rd
Floor, Greenwich, CT 06830. The principal business address of Dr.
Cohen is 504 East 63rd
Street, New York, NY 10065. The principal business address of
Mr. Horn is 57 Maria Road, Woodcliff Lake, NJ 07677. The
principal business address of Mr. Sterling is
133 N. Gale Drive, Beverly Hills, CA 90211. The principal
business address of Ms. Sullivan is 183 S. Spring Mill Road,
Villanova, PA 19085.
Fund GP LLC is primarily engaged in the business of serving as the
general partner of Fund GP LP. Fund GP LP is primarily
engaged in the business of serving as the general partner or member
of certain investment funds (including Catapult, Hawkeye, and
Offshore GP). Offshore GP is primarily engaged in the business of
serving as the general partner or member of certain investment
funds (including, Offshore, Master II, and Athena). Management GP
is primarily engaged in the business of serving as the general
partner of Sarissa Capital. Sarissa Capital is primarily engaged in
the business of serving as a registered investment adviser to
certain investment funds (including Catapult, Hawkeye, ISP,
Offshore, Master II, Athena, and Atom). Dr. Denner is primarily
engaged in the business of serving as the Chief Investment Officer
of Sarissa Capital. Each of Catapult, Hawkeye, ISP, Offshore,
Master II, Athena, and Atom is primarily engaged in the business of
investing in securities.
As of the Record Date, the Sarissa Beneficial Owners may be deemed
to beneficially own, within the meaning of Rule 13d-3 under the
Exchange Act, 25,210,000 Shares, representing approximately [•]% of
outstanding Shares. In addition, as of the date hereof,
Mr. Sterling may be deemed to separately beneficially own,
within the meaning of Rule 13d-3 under the Exchange Act, 117,772
Shares, representing approximately [•]% of outstanding Shares. The
Sarissa Reporting Persons and Mr. Sterling may be deemed to
have formed a group within the meaning of Rule 13d-5(b) under
the Securities Exchange Act of 1934, as amended, and may be deemed
to beneficially own, in the aggregate, 25,327,772 Shares
representing approximately [•]% of the outstanding Shares.
Percentages of outstanding Shares are based upon the [•] Shares
stated to be outstanding as of the Record Date by the Company as
set forth in the Amarin Proxy Statement. Mr. Sterling
disclaims beneficial ownership of the Shares owned by the Sarissa
Beneficial Owners. The Sarissa Beneficial Owners disclaim
beneficial ownership of the Shares owned by
Mr. Sterling.
Catapult has shared voting and dispositive power, except as
described herein, with regard to 4,298,200 Shares, of which
1,224,123 are owned of record as of the date hereof. Hawkeye has
shared voting and dispositive power, except as described herein,
with regard to 3,928,800 Shares, all of which are owned of record
as of the date hereof. ISP has shared voting and dispositive power,
except as described herein, with regard to 6,663,377 Shares, of
which 5,453,377 are owned of record as of the date hereof. Offshore
has shared voting and dispositive power, except as described
herein, with regard to 6,188,100 Shares, of which 6,187,100 are
owned of record as of the date hereof. Master II has shared voting
and dispositive power, except as described herein, with regard to
342,600 Shares, all of which are owned of record as of the date
hereof. Athena has shared voting and dispositive power, except as
described herein, with regard to 3,164,000 Shares, all of which are
owned of record as of the date hereof. Atom has shared voting and
dispositive power, except as described herein, with regard to
624,923 Shares. Offshore GP has shared voting and dispositive power
with regard to 9,694,700 of the Shares and may be deemed to
indirectly beneficially own such Shares. Each of Fund GP LLC and
Fund GP LP has shared voting and dispositive power with regard to
17,921,700 of the Shares and may be deemed to indirectly
beneficially own such Shares. Each of Sarissa Capital, Management
GP and Dr. Denner has shared voting and dispositive power with
regard to the Shares described in this paragraph and may be deemed
to indirectly beneficially own such Shares. None of the Shares
beneficially owned by Mr. Sterling are included in the amounts
set forth in this paragraph.