AMARIN CORP PLC\UK 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. As of December 31, 2023, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our principal executive officer and principal financial officer have concluded based upon the evaluation described above that, as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles; • provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Our management, including our principal executive officer and principal financial officer, has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023. In conducting this evaluation, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control-Integrated Framework (2013) . Based upon this evaluation and those criteria, management has concluded that, as of December 31, 2023, our internal control over financial reporting was effective. Ernst & Young LLP (PCAOB ID 42 ), our independent registered public accounting firm, has audited our consolidated financial statements and the effectiveness of our internal control over financial reporting as of December 31, 2023. This report appears below. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 82 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Amarin Corporation plc Opinion on Internal Control over Financial Reporting We have audited Amarin Corporation plc’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Amarin Corporation plc (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria . We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 29, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Iselin, New Jersey February 29, 2024 83 Item 9B. Othe r Information Entry into Rule 10b5-1 Trading Plans None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 84 PART III Item 10. Directors, Executive Of ficers and Corporate Governance The information required by this item will be contained in our definitive proxy statement, which will be filed with the SEC in connection with our 2024 Annual General Meeting of Shareholders. Such information is incorporated herein by reference. Code of Ethics Our board of directors has adopted a code of business conduct and ethical responsibility that applies to our directors, officers and employees. There have been no material modifications to, or waivers from, the provisions of such code. This code is available on the corporate governance section of our website (which is a subsection of the investor relations section of our website) at the following address: www.amarincorp.com. You may also request a printed copy of the code, without charge, by writing to us at Amarin Pharma, Inc., 440 Route 22, Bridgewater, NJ 08807, Attention: Investor Relations. In addition, should any changes be made to our code of business conduct and ethical responsibility, we intend to disclose within four business days on our website (or in any other medium required by law or the NASDAQ): (a) the date and nature of any amendment to our code of business conduct and ethical responsibility that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and (b) the nature of any waiver, including an implicit waiver, from a provision of our code of business conduct and ethical responsibility that is granted to one of these specified officers, the name of such person is granted the waiver, and the date of the waiver. Item 11. Executi ve Compensation The information required by this item will be contained in our definitive proxy statement, which will be filed with the SEC in connection with our 2024 Annual General Meeting of Shareholders. Such information is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters The information required by this item will be contained in our definitive proxy statement, which will be filed with the SEC in connection with our 2024 Annual General Meeting of Shareholders to be filed within 120 days after the fiscal year ended December 31, 2023 ("Definitive Proxy Statement"). Such information is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item will be contained in our Definitive Proxy Statement, which will be filed with the SEC in connection with our 2024 Annual General Meeting of Shareholders. Such information is incorporated herein by reference. Item 14. Principal Accoun tant Fees and Services The information required by this item will be contained in our Definitive Proxy Statement, which will be filed with the SEC in connection with our 2024 Annual General Meeting of Shareholders. Such information is incorporated herein by reference. 85 PART IV Item 15. Exhibits and Fina ncial Statement Schedules (a)(1) For a list of the financial statements included herein, see Index to Consolidated Financial Statements on page F-1 of this Annual Report on Form 10-K. (2) Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto. (3) Exhibits The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report on Form 10-K are listed in the Exhibit Index below. The exhibits listed in the Exhibit Index are incorporated by reference herein. (b) Exhibit Index 86 Exhibit Incorporated by Reference Herein Number Description Form Date 3.1 Articles of Association of the Company Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, as Exhibit 3.1 August 8, 2013 4.1 Form of Amended and Restated Deposit Agreement, dated as of November 4, 2011, among the Company, Citibank, N.A., as Depositary, and all holders from time to time of American Depositary Receipts issued thereunder Annual Report on Form 10-K for the year ended December 31, 2011, as Exhibit 4.1 February 29, 2012 4.2 Form of Ordinary Share certificate Annual Report on Form 20-F for the year ended December 31, 2002, as Exhibit 2.4 April 24, 2003 4.3 Form of American Depositary Receipt evidencing ADSs Annual Report on Form 10-K for the year ended December 31, 2011, as Exhibit 4.4 February 29, 2012 4.4 Description of Registrant’s Securities Annual Report on Form 10-K for the year ended December 31, 2019, as Exhibit 4.7 February 25, 2020 10.1 The Company 2011 Stock Option Plan* Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, as Exhibit 10.4 August 9, 2011 10.2 Amendment No. 1 to 2011 Stock Option Incentive Plan* Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, as Exhibit 10.1 August 8, 2012 10.3 Amendment No. 2 to 2011 Stock Option Incentive Plan* Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, as Exhibit 10.2 August 8, 2012 10.4 Amendment No. 3 to 2011 Stock Option and Incentive Plan* Annual Report on Form 10-K for the year ended December 31, 2012, as Exhibit 10.5 February 28, 2013 10.5 Amendment No. 4 to 2011 Stock Option and Incentive Plan* Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, as Exhibit 4.1 August 6, 2015 10.6 Amendment No. 5 to 2011 Stock Option and Incentive Plan* Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, as Exhibit 4.2 August 6, 2015 10.7 Amendment No.6 to 2011 Stock Incentive Plan* Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017, as Exhibit 4.1 August 2, 2017 10.8 Form of Incentive Stock Option Award Agreement * Annual Report on Form 10-K for the year ended December 31, 2011, as Exhibit 10.3 February 29, 2012 10.9 Form of Non-Qualified Stock Option Award Agreement * Annual Report on Form 10-K for the year ended December 31, 2011, as Exhibit 10.4 February 29, 2012 10.10 Form of Restricted Stock Unit Award Agreement * Annual Report on Form 10-K for the year ended December 31, 2011, as Exhibit 10.5 February 29, 2012 10.11 2017 Employee Stock Purchase Plan* Annual Report on Form 10-K for the year ended December 31, 2017, as Exhibit 10.64 February 27, 2018 10.12 2020 Stock Incentive Plan* Current Report on Form 8-K dated July 13, 2020, as Exhibit 10.1 July 14, 2020 10.13 Amendment No. 1 to 2020 Stock Incentive Plan* Current Report on Form 8-K dated June 27, 2022, as Exhibit 10.2 June 30, 2022 87 10.14 Form of Incentive Stock Option Award Agreement* Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, as Exhibit 10.2 November 5, 2020 10.15 Form of Non-Qualified Stock Option Award Agreements* Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, as Exhibit 10.3 November 5, 2020 10.16 Form of Restricted Stock Unit Award Agreement* Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, as Exhibit 10.3 August 3, 2022 10.17 Form of Non-Qualified Stock Option for Non-Employee Director Award Agreement* Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, as Exhibit 10.5 November 5, 2020 10.18 Form of Deferred Restricted Stock Unit Award Agreement* Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, as Exhibit 10.2 August 3, 2022 10.19 Amarin Corporation plc Executive Severance and Change of Control Plan* Current Report on Form 8-K dated January 28, 2021, as Exhibit 10.1 January 29, 2021 10.20 Contract of Employment between Karim Mikhail and Amarin Switzerland GmbH, Grafenauweg 8, 6300 Zug, dated April 12, 2021* Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, as Exhibit 10.4 April 29, 2021 10.21 Letter Agreement with Steve Ketchum, dated February 8, 2012* Registration Statement on Form F-1, as Exhibit 10.1 February 28, 2012 10.22 Amendment, dated July 6, 2015, to Letter Agreement with Steven Ketchum, dated February 8, 2012* Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, as Exhibit 10.2 August 6, 2015 10.23 2012 Long Term Incentive Award with Steven Ketchum dated March 1, 2012* Registration Statement on Form S-8, as Exhibit 4.2 March 16, 2012 10.24 Employment Agreement, dated April 20, 2018, by and between Amarin Corporation plc and Aaron Berg* Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, as Exhibit 10.1 May 1, 2019 10.25 Offer Letter with Thomas Reilly, dated May 26, 2022* Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, as Exhibit 10.4 August 3, 2022 10.26 API Commercial Supply Agreement, dated May 25, 2011, between Amarin Pharmaceuticals Ireland Ltd. and Chemport Inc. ** Annual Report on Form 10-K for the year ended December 31, 2021, as Exhibit 10.35 March 1, 2022 10.27 Amendment to API Commercial Supply Agreement by and between Amarin Pharmaceuticals Ireland Ltd and Chemport Inc., dated April 4, 2012 ** Annual Report on Form 10-K for the year ended December 31, 2021, as Exhibit 10.36 March 1, 2022 10.28 Second Amendment to API Commercial Supply Agreement by and between Amarin Pharmaceuticals Ireland Ltd. and Chemport Inc., dated July 19, 2012 ** Annual Report on Form 10-K for the year ended December 31, 2021, as Exhibit 10.37 March 1, 2022 10.29 Development, Commercialization and Supply Agreement dated February 26, 2015, by and between Amarin Pharmaceuticals Ireland Limited, Amarin Pharma, Inc. and Eddingpharm (Asia) Macao Commercial Offshore Limited†† Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, as Exhibit 10.1 May 8, 2015 88 10.30 Distribution Agreement, dated March 8, 2016, by and among Biologix FZCo, Amarin Pharmaceuticals Ireland Limited and Amarin Pharma, Inc. †† Annual Report on Form 10-K for the year ended December 31, 2017, as Exhibit 10.67 February 27, 2018 10.31 Development, Commercialization and Supply Agreement, dated September 25, 2017, by and among Amarin Pharmaceuticals Ireland Limited, Amarin Pharma, Inc. and HLS Therapeutics Inc. †† Annual Report on Form 10-K for the year ended December 31, 2017, as Exhibit 10.68 February 27, 2018 10.32 Lease Agreement, dated February 5, 2019, by and between 440 Route 22 LLC and Amarin Pharma, Inc. Annual Report on Form 10-K for the year ended December 31, 2018, as Exhibit 10.69 February 27, 2019 10.33 English Summary of German Language Commercial Lease Agreement dated October 10, 2021, by and between Amarin Switzerland GmbH and Zug Estates AG Annual Report on Form 10-K for the year ended December 31, 2021, as Exhibit 10.54 March 1, 2022 10.34 Consent of Landlord to Sublease dated as of January 20, 2023, among Amarin Pharma, Inc. ST Shared Services LLC and Liberty Denver Wood LLC Annual Report on Form 10-K for the year ended December 31, 2022, as Exhibit 10.44 March 1, 2023 10.35 Guaranty dated January 20, 2023, issued by MEH, Inc. Annual Report on Form 10-K for the year ended December 31, 2022, as Exhibit 10.45 March 1, 2023 10.36 Sublease Agreement dated January 20, 2023, by and between Amarin Pharma, Inc. and ST Shared Services LLC Annual Report on Form 10-K for the year ended December 31, 2022, as Exhibit 10.46 March 1, 2023 10.37 License Agreement dated September 13, 2022, between Amarin Pharmaceuticals Ireland Ltd and Weston Office Solutions Ltd Annual Report on Form 10-K for the year ended December 31, 2022, as Exhibit 10.47 March 1, 2023 10.38 Non-Employee Director Compensation Policy Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, as Exhibit 10.1 August 2, 2023 10.39 Employment Agreement between Aaron D. Berg and Amarin Corporation, plc. dated April 13, 2023 Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, as Exhibit 10.2 August 2, 2023 10.40 CEO Employment Agreement between Patrick Holt and Amarin Corporation, plc. dated July 18, 2023 Current Report on Form 8-K filed with the Commission on July 20, 2023, as Exhibit 10.1 July 20, 2023 10.41 Option Award Agreement (attached to Exhibit 10.1) Current Report on Form 8-K filed with the Commission on July 20, 2023, as Exhibit 10.2 July 20, 2023 10.42 Amendment No. 2 to the Amarin Corporation plc 2020 Stock Incentive Plan Current Report on Form 8-K filed with the Commission on July 25, 2023, as Exhibit 10.2 July 25, 2023 10.43 Offer Letter with Jonathan Provoost, dated October 9, 2023* Filed herewith 21.1 List of Subsidiaries Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm Filed herewith 24.1 Power of Attorney Included on the signature page(s) hereto 89 31.1 Certification of President and Chief Executive Officer (Principal Executive Officer) pursuant to Section 302 of Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) pursuant to Section 302 of Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Certification of President and Chief Executive Officer (Principal Executive Officer) and Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) pursuant to Section 906 of Sarbanes-Oxley Act of 2002 Furnished herewith 97.1 Compensation Recovery Plan 101.INS Inline XBRL Instance Document Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbases Document Filed herewith 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101.) Filed herewith †† Confidential treatment has been granted with respect to portions of this exhibit pursuant to an application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. A complete copy of this exhibit, including the redacted terms, has been separately filed with the Securities and Exchange Commission. ** Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. * Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary Not applicable. 90 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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/ Patrick Holt Patrick Holt President and Chief Executive Officer (Principal Executive Officer) Date: February 29, 2024 We, the undersigned officers and directors of the Registrant hereby severally constitute and appoint Patrick Holt and Tom Reilly, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all amendments to this report, and generally to do all things in our names and on our behalf in such capacities to enable the Registrant to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signature Title Date /s/ Patrick Holt Patrick Holt Director, President and Chief Executive Officer (Principal Executive Officer) February 29, 2024 /s/ Tom Reilly Tom Reilly Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 29, 2024 /s/ Patrice Bonfiglio Patrice Bonfiglio Director February 29, 2024 /s/ Paul Cohen, M.D. Paul Cohen, M.D. Director February 29, 2024 /s/ Mark DiPaolo Mark DiPaolo Director February 29, 2024 /s/ Keith L. Horn Keith L. Horn Director February 29, 2024 /s/ Odysseas Kostas, M.D. Director February 29, 2024 Odysseas Kostas, M.D. /s/ Louis Sterling III. Louis Sterling III. Director February 29, 2024 /s/ Diane E. Sullivan Diane E. Sullivan Director February 29, 2024 /s/ Oliver O'Connor Director February 29, 2024 Oliver O'Connor 91 AMARIN CORPORATION PLC INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm F- 2 Financial Statements: Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 4 Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021 F- 5 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021 F- 6 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 F- 7 Notes to Consolidated Financial Statements F- 8 Financial Statement Schedules: Financial statement schedules have been omitted for the reason that the required information is presented in the consolidated financial statements or notes thereto, the amounts involved are not significant or the schedules are not applicable. F- 1 REPORT OF INDEPENDENT REGISTE RED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Amarin Corporation plc Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Amarin Corporation plc (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 29, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. Product Return Reserve Estimate Description of the Matter At December 31, 2023, the Company recorded a liability for product returns totaling $7.7 million. As discussed in Note 12 of the financial statements, the Company sells its product to distributors that in turn resell the product to retail pharmacies for subsequent sale to patients and healthcare providers. The Company estimates variable consideration resulting from product returns based on quantitative and qualitative data from various internal and external sources. Auditing management’s estimate of product returns was complex and judgmental due to the significant estimation required to determine inventory in the distribution channel that will not ultimately be sold to patients and healthcare providers and will be returned. Sales into the distribution channel could exceed market demand. F- 2 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s estimation process for product returns including inventory in the distribution channel. These procedures included controls over management’s review of the inputs used and assumptions applied in the returns reserve calculation and channel inventory analysis. To test the estimated product return reserve, we performed audit procedures that included, among others, testing management’s historical return rate calculation and testing the completeness and accuracy of sales and returns data used in the calculation. We also compared product expiration dates in the calculation to the related quality control documentation. We assessed the historical accuracy of management’s estimate and performed analytical procedures to assess the correlation of monthly sales to distributors and monthly patient prescriptions. In addition, we assessed the Company’s quarterly analysis of inventory held at various stages in the distribution channel. We confirmed prescription data directly with a third party, confirmed contract terms directly with significant customers, and tested credit memos issued subsequent to year-end for recording in the proper period. We read significant customer contracts and performed direct inquiries with management including the sales, legal, and contracting departments to identify any terms or conditions not included in customer contracts that could impact the estimate of product returns. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2014. Iselin, New Jersey February 29, 2024 F- 3 AMARIN CORPORATION PLC CONSOLIDATED BALANCE SHEETS (in thousands, except share amounts) December 31, 2023 2022 ASSETS Current Assets: Cash and cash equivalents $ 199,252 $ 217,666 Restricted cash 525 523 Short-term investments 121,407 91,695 Accounts receivable, net 133,563 130,990 Inventory 258,616 228,732 Prepaid and other current assets 11,618 19,492 Total current assets 724,981 689,098 Property, plant and equipment, net 114 874 Long-term investments — 1,275 Long-term inventory 77,615 163,620 Operating lease right-of-use asset 8,310 9,074 Other long-term assets 1,360 458 Intangible asset, net 19,304 21,780 TOTAL ASSETS $ 831,684 $ 886,179 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable $ 52,762 $ 64,602 Accrued expenses and other current liabilities 204,174 192,678 Current deferred revenue 2,341 2,199 Total current liabilities 259,277 259,479 Long-Term Liabilities: Long-term deferred revenue 2,509 13,147 Long-term operating lease liability 8,737 10,015 Other long-term liabilities 9,064 8,205 Total liabilities 279,587 290,846 Commitments and contingencies (Note 7) Stockholders’ Equity: Common stock, £ 0.50 par, unlimited authorized; 418,141,295 shares issued, 408,824,093 shares outstanding at December 31, 2023; 412,333,087 shares issued, 404,346,256 shares outstanding at December 31, 2022 302,756 299,002 Additional paid-in capital 1,899,456 1,885,352 Treasury stock; 9,317,202 shares at December 31, 2023; 7,986,831 shares at December 31, 2022 ( 63,752 ) ( 61,770 ) Accumulated deficit ( 1,586,363 ) ( 1,527,251 ) Total stockholders’ equity 552,097 595,333 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 831,684 $ 886,179 See the notes to the consolidated financial statements. F- 4 AMARIN CORPORATION PLC CONSOLIDATED STATEME NTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2023 2022 2021 Product revenue, net $ 285,299 $ 366,511 $ 580,320 Licensing and royalty revenue 21,612 2,682 2,867 Total revenue, net 306,911 369,193 583,187 Less: Cost of goods sold 102,142 108,631 121,327 Less: Cost of goods sold - restructuring inventory 39,228 18,078 — Gross margin 165,541 242,484 461,860 Operating expenses: Selling, general and administrative 199,938 304,416 408,334 Research and development 22,219 30,411 29,307 Restructuring 10,972 13,526 13,717 Total operating expenses 233,129 348,353 451,358 Operating (loss) income ( 67,588 ) ( 105,869 ) 10,502 Interest income 11,863 2,819 1,220 Interest expense ( 8 ) ( 15 ) ( 129 ) Other income (expense), net 2,063 ( 740 ) ( 302 ) (Loss) income from operations before taxes ( 53,670 ) ( 103,805 ) 11,291 Provision for income taxes ( 5,442 ) ( 1,998 ) ( 3,562 ) Net (loss) income $ ( 59,112 ) $ ( 105,803 ) $ 7,729 (Loss) earnings per share: Basic $ ( 0.15 ) $ ( 0.26 ) $ 0.02 Diluted $ ( 0.15 ) $ ( 0.26 ) $ 0.02 Weighted average shares outstanding: Basic 407,655 401,155 395,992 Diluted 407,655 401,155 402,480 See the notes to the consolidated financial statements. F- 5 AMARIN CORPORATION PLC CONSOLIDATED STATEMENTS O F STOCKHOLDERS’ EQUITY (in thousands, except share amounts) Common Shares Treasury Shares Common Stock Additional Paid-in Capital Treasury Stock Accumulated Deficit Total December 31, 2021 404,084,775 ( 7,486,767 ) $ 294,027 $ 1,855,246 $ ( 60,726 ) $ ( 1,421,448 ) $ 667,099 Issuance of common stock under employee stock purchase plan 456,696 — 283 322 — — 605 Issuance of common stock for milestone payment 5,817,942 — 3,461 4,742 — — 8,203 Exercise of stock options 33,303 — 21 39 — — 60 Vesting of restricted stock units 1,940,371 ( 500,064 ) 1,210 ( 1,210 ) ( 1,044 ) — ( 1,044 ) Stock-based compensation — — — 26,213 — — 26,213 Loss for the period — — — — — ( 105,803 ) ( 105,803 ) December 31, 2022 412,333,087 ( 7,986,831 ) $ 299,002 $ 1,885,352 $ ( 61,770 ) $ ( 1,527,251 ) $ 595,333 Issuance of common stock under employee stock purchase plan 319,610 — 200 130 — — 330 Exercise of stock options 1,239,763 — 750 1,132 — — 1,882 Vesting of restricted stock units 4,248,835 ( 1,330,371 ) 2,804 ( 2,804 ) ( 1,982 ) — ( 1,982 ) Stock-based compensation — — — 15,646 — — 15,646 Loss for the period — — — — — ( 59,112 ) ( 59,112 ) December 31, 2023 418,141,295 ( 9,317,202 ) $ 302,756 $ 1,899,456 $ ( 63,752 ) $ ( 1,586,363 ) $ 552,097 See the notes to the consolidated financial statements. F- 6 AMARIN CORPORATION PLC CONSOLIDATED STATEME NTS OF CASH FLOWS (in thousands) Year Ended December 31, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ ( 59,112 ) $ ( 105,803 ) $ 7,729 Adjustments to reconcile net (loss) income to net cash used in operating activities: Depreciation and amortization 160 551 587 (Accretion) amortization of investments ( 3,696 ) 473 1,929 Stock-based compensation 15,646 26,213 36,938 Amortization of intangible asset 2,805 2,545 2,270 Changes in assets and liabilities: Accounts receivable, net ( 2,573 ) 32,663 ( 9,079 ) Inventory 56,121 ( 36,422 ) ( 167,066 ) Prepaid and other current assets 7,874 2,860 8,595 Other long-term assets ( 278 ) ( 2 ) ( 24 ) Interest receivable 248 341 738 Deferred revenue ( 10,496 ) ( 1,363 ) ( 1,923 ) Accounts payable, accrued expenses and other current liabilities ( 164 ) ( 102,729 ) 51,516 Other long-term liabilities 345 581 1,253 Net cash provided by (used in) operating activities 6,880 ( 180,092 ) ( 66,537 ) CASH FLOWS FROM INVESTING ACTIVITIES: Maturities of securities 190,108 257,520 394,294 Purchases of securities ( 215,097 ) ( 81,633 ) ( 290,195 ) Investment in software and website development costs ( 509 ) ( 599 ) — (Purchases) disposal of furniture, fixtures and equipment ( 24 ) — 4 Net cash (used in) provided by investing activities ( 25,522 ) 175,288 104,103 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock under employee stock purchase plan 330 605 1,650 Proceeds from exercise of stock options 1,882 60 2,921 Taxes related to stock-based awards ( 1,982 ) ( 1,044 ) ( 9,644 ) Net cash provided by (used in) financing activities 230 ( 379 ) ( 5,073 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH ( 18,412 ) ( 5,183 ) 32,493 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 218,189 223,372 190,879 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD $ 199,777 $ 218,189 $ 223,372 Supplemental disclosure of cash flow information: Cash (paid) received during the year for: Income taxes $ ( 2,367 ) $ ( 1,782 ) $ 3,656 Supplemental disclosure of non-cash transactions: Laxdale milestone $ — $ — $ 12,000 Shares issued in settlement of Laxdale milestone payment $ — $ 8,203 $ — Initial recognition of operating lease right-of-use asset $ 607 $ 2,041 $ — Initial recognition of furniture, fixtures and equipment lease $ 624 $ — $ — See the notes to the consolidated financial statements. F- 7 A MARIN C ORPORATION PLC NOTES TO CONSOLIDA TED FINANCIAL STATEMENTS (1) Nature of Business and Basis of Presentation Nature of Business Amarin Corporation plc, or Amarin, or the Company, is a pharmaceutical company focused on the commercialization and development of therapeutics to improve cardiovascular, or CV, health and reduce CV risk. The Company is commercialized in the United States, or the U.S, under the brand name VASCEPA ® (icosapent ethyl). The Company has launched commercial operations in certain European countries, such as the United Kingdom, or the UK, and Spain and continues pre-launch commercial activities throughout the rest of Europe. The Company’s operations outside of the U.S. and Europe are in varying stages of development and commercialization with reliance on third-party commercial partners in select geographies, including China and Canada. The Company’s lead product, VASCEPA, was first approved by the U.S. Food and Drug Administration, or U.S. FDA, in July 2012 for use as an adjunct to diet to reduce triglyceride, or TG, levels in adult patients with severe ( > 500 mg/dL) hypertriglyceridemia, or the MARINE indication. In January 2013, the Company launched 1-gram size VASCEPA in the U.S. and in October 2016, introduced a 0.5-gram capsule size. On December 13, 2019, the U.S. FDA approved another indication and label expansion for VASCEPA based on the results of the Company’s long-term cardiovascular outcomes trial, REDUCE-IT ® , or Reduction of Cardiovascular Events with EPA – Intervention Trial. VASCEPA is approved by the U.S. FDA as an adjunct to maximally tolerated statin therapy for reducing persistent cardiovascular risk in select high risk patients, or the REDUCE-IT indication. On March 30, 2020, following conclusion of a trial in late January 2020, the U.S. District Court for the District of Nevada, or the Nevada Court, issued a ruling in favor of two generic drug companies, Dr. Reddy’s Laboratories, Inc., or Dr. Reddy’s, and Hikma Pharmaceuticals USA Inc., or Hikma, and certain of their affiliates, or, collectively, the Defendants, that declared as invalid several of the Company's patents covering the MARINE indication. The Company sought appeals of the Nevada Court judgment up to the United States Supreme Court, but the Company was unsuccessful. As a result, the following generic versions of VASCEPA have obtained U.S. FDA approval with labeling consistent with the MARINE indication of VASCEPA and have entered the U.S. market: Company FDA MARINE Indication Approval 1-gram Launch Date 0.5-gram Launch Date Hikma Pharmaceuticals USA Inc. May 2020 November 2020 March 2023 Dr. Reddy’s Laboratories, Inc. August 2020 June 2021 June 2023 Teva Pharmaceuticals USA, Inc. September 2020 January 2023 September 2022 Apotex, Inc. June 2021 January 2022 N/A Zydus Lifesciences April 2023 N/A N/A Strides Pharma September 2023 N/A N/A Epic Pharma December 2023 N/A N/A On March 26, 2021, the European Commission, or EC, approved the marketing authorization application for VAZKEPA, hereinafter along with the U.S. brand name VASCEPA, collectively referred to as VASCEPA, in the European Union, or EU, to reduce the risk of cardiovascular events in high risk, statin-treated adult patients who have elevated triglycerides ( > 150 mg/dL) and either established cardiovascular disease or diabetes and at least one additional cardiovascular risk event. On April 22, 2021, the Company announced that the Medicines and Healthcare Products Regulatory Agency, or MHRA, approved VAZKEPA in England, Scotland and Wales to reduce cardiovascular risk. Collectively CHMP, EMA, EC and MHRA are referred to herein as the European Regulatory Authorities. In November 2020, the Company announced topline results from the Phase 3 clinical trial of VASCEPA conducted by the Company’s partner in China. On June 1, 2023, the Company announced the National Medical Products Administration, or NMPA, granted approval for VASCEPA under the MARINE indication and launched commercially in October 2023. On February 23, 2022, the Hong Kong Department of Health concluded their evaluation and approved the use of VASCEPA under the REDUCE-IT indication. The Company currently has strategic collaborations to develop and commercialize VASCEPA in select territories outside the United States and Europe. Amarin is responsible for supplying VASCEPA to all markets in which the product is sold, including the United States, and Europe, as well as in countries where the drug is promoted and sold via collaboration with third-party companies that compensate Amarin for such supply. Amarin is not responsible for providing any generic company with drug product. The Company operates in one business segment. Basis of Presentation The consolidated financial statements included herein have been prepared by the Company in accordance with accounting principles generally accepted in the United States and pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. F- 8 The consolidated financial statements reflect all adjustments of a normal and recurring nature that, in the opinion of management, are necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods indicated. The preparation of the Company’s consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles, or GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The results of operations for the years ended December 31, 2023, 2022 and 2021 are not necessarily indicative of the results for any future period. Certain numbers presented throughout this document may not add precisely to the totals provided due to rounding. Absolute and percentage changes are calculated using the underlying amounts in thousands. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying consolidated financial statements of the Company and subsidiaries have been prepared on a basis which assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. At December 31, 2023, the Company had total assets of $ 831.7 million, of which $ 320.7 million consisted of cash and liquid short-term investments. More specifically, the Company had current assets of $ 725.0 million, including cash and cash equivalents of $ 199.3 million, short-term investments of $ 121.4 million, accounts receivable, net, of $ 133.6 million and current inventory of $ 258.6 million. In addition, at December 31, 2023, the Company had long-term inventory of $ 77.6 million. At December 31, 2023 , the Company had no debt outstanding. (2) Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates Accounting estimates are based on historical experience and other factors that are considered reasonable under the circumstances. Estimates and assumptions relied upon in preparing these consolidated financial statements relate to, but are not limited to, such items as provisions for sales returns, rebates and incentives, chargebacks, and other sales allowances; depreciable/amortizable lives; asset impairments; valuation allowance on deferred taxes; probabilities of achievement of performance conditions for certain equity awards; amounts recorded for licensing revenue; contingencies and accruals. Because of the uncertainties inherent in such estimates, actual results may differ from these estimates. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. Use of Forecasted Financial Information in Accounting Estimates The use of forecasted financial information is inherent in many of the Company’s accounting estimates including, but not limited to, determining the estimated fair values of intangible assets, evaluating the need for valuation allowances for deferred tax assets, and assessing the Company’s ability to continue as a going concern. Such forecasted financial information is comprised of numerous assumptions regarding the Company’s future revenues, cash flows, and operational results. Management believes that its financial forecasts are reasonable and appropriate based upon current facts and circumstances. Because of the inherent nature of forecasts, however, actual results may differ from these forecasts. Management regularly reviews the information related to these forecasts and adjusts the carrying amounts of the applicable assets prospectively, if and when actual results differ from previous estimates. Revenue Recognition In accordance with Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers , or Topic 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the F- 9 performance obligation is satisfied. For a complete discussion of accounting for net product revenue and licensing revenue, see Note 12—Revenue Recognition. Distribution Costs The Company records distribution costs related to shipping product to its customers, primarily through the use of common carriers or external distribution services, in Cost of goods sold. Cash and Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash, deposits with banks and short-term highly liquid money market instruments with original maturities at the date of purchase of 90 days or less. Restricted cash represents cash and cash equivalents pledged to guarantee repayment of certain expenses which may be incurred for business travel under corporate credit cards held by employees. Accounts Receivable, net Accounts receivable, net, comprised of trade receivables, are generally due within 45 days and are stated at amounts due from customers. The Company recognizes an allowance for losses on accounts receivable in an amount equal to the estimated probable losses net of any recoveries. The allowance is based primarily on assessment of specific identifiable customer accounts considered at risk or uncollectible, as well as an analysis of current receivables aging and expected future write-offs. The expense associated with the allowance for doubtful accounts is recognized as selling, general, and administrative expense. The Company has not historically experienced any significant credit losses. All customer accounts are actively managed and no losses in excess of amounts reserved are currently expected. The following table summarizes the impact of accounts receivable reserves on the gross trade accounts receivable balances at December 31, 2023 and 2022: In thousands December 31, 2023 December 31, 2022 Gross trade accounts receivable $ 160,686 $ 187,418 Trade allowances ( 18,834 ) ( 44,626 ) Chargebacks ( 8,289 ) ( 11,802 ) Accounts receivable, net $ 133,563 $ 130,990 Inventory The Company states inventories at the lower of cost or net realizable value. Cost is determined based on actual cost using the average cost method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company classifies inventory as long-term inventory when consumption of the inventory is expected beyond the next 12 months. The Company classifies finished goods expected to be sold within the next 12 months and all of VASCEPA's active pharmaceutical ingredient, or API, as current inventory. An allowance is established when management determines that certain inventories may not be saleable. If inventory cost exceeds expected net realizable value due to obsolescence, damage or quantities in excess of expected demand, changes in price levels or other causes, the Company will reduce the carrying value of such inventory to net realizable value and recognize the difference as a component of cost of goods sold in the period in which it occurs. The Company capitalizes inventory purchases of saleable product from approved suppliers while inventory purchases from suppliers prior to regulatory approval are included as a component of research and development expense. The Company expenses inventory identified for use as marketing samples when they are packaged. The average cost reflects the actual purchase price of VASCEPA API. Long-Lived Asset Impairment The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to their carrying amount. If impairment is indicated, the assets are written down to fair value. Fair value is determined based on discounted forecasted cash flows or appraised values, depending on the nature of the assets. Intangible Asset, net Intangible asset, net consists of website development costs and milestone payments to the former shareholders of Laxdale Limited, or Laxdale, related to the 2004 acquisition of the rights to VASCEPA, which is the result of VASCEPA receiving marketing approval in the U.S. for the first indication in 2012, the expanded label in 2019 and marketing authorization in Europe in 2021. These assets are F- 10 amortized over its estimated useful life on a straight-line basis. See Note 7—Commitments and Contingencies for further information regarding other obligations related to the acquisition of Laxdale. Costs for Patent Litigation and Legal Proceedings Costs for patent litigation or other legal proceedings are expensed as incurred and included in Selling, general and administrative expense. Research and Development Costs The Company charges research and development costs to operations as incurred. Research and development expenses are comprised of costs incurred by the Company in performing research and development activities, including: salary and benefits; stock-based compensation expense; laboratory supplies and other direct expenses; contractual services, including clinical trial and pharmaceutical development costs; commercial supply investment in its drug candidates; and infrastructure costs, including facilities costs and depreciation expense. In addition, research and development costs include the costs of product supply received from suppliers when such receipt by the Company is prior to regulatory approval of the supplier, as well as license fees related to the Company’s strategic collaboration with Mochida Pharmaceutical Co., Ltd., or Mochida. Selling, General and Administrative Costs The Company charges selling, general and administrative costs to operations as incurred. Selling, general and administrative costs include salaries and benefits, stock-based compensation expense, and infrastructure necessary for the general conduct of the Company’s business, including those incurred as a result of the commercialization of VASCEPA in the United States and Europe. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the carrying amounts and tax bases of assets and liabilities and operating loss carryforwards and other tax attributes using enacted rates expected to be in effect when those differences reverse. Valuation allowances are provided against deferred tax assets that are not more likely than not to be realized. Deferred tax assets and liabilities are classified as non-current in the consolidated balance sheet. The Company provides reserves for potential payments of tax to various tax authorities and does not recognize tax benefits related to uncertain tax positions and other issues. Tax benefits for uncertain tax positions are based on a determination of whether a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized, assuming that the matter in question will be decided based on its technical merits. The Company’s policy is to record interest and penalties in the provision for income taxes, as applicable. The Company regularly assesses its ability to realize deferred tax assets. Changes in historical earnings performance, future earnings projections, and changes in tax laws, among other factors, may cause the Company to adjust its valuation allowance on deferred tax assets, which would impact the Company’s income tax expense in the period in which it is determined that these factors have changed. Excess tax benefits and deficiencies that arise upon vesting or exercise of stock-based payments are recognized as an income tax benefit and expense, respectively, in the consolidated statement of operations. Excess income tax benefits are classified as cash flows from operating activities and cash paid to taxing authorities arising from the withholding of shares from employees are classified as cash flows from financing activities. The Company’s and its subsidiaries’ income tax returns are periodically examined by various tax authorities, including the Internal Revenue Service, or IRS, and state tax authorities. The Company is currently under audit by the IRS for its 2018 and 2019 U.S. income tax returns. An audit by the New Jersey Department of Treasury for the years 2012 to 2015 was closed in April 2023. Although the outcome of tax audits is always uncertain and could result in significant cash tax payments, the Company does not believe the outcome of these audits will have a material adverse effect on its consolidated financial position or results of operations. F- 11 (Loss) Earnings per Share Basic net (loss) earnings per share is determined by dividing net (loss) income by the weighted average shares of common stock outstanding during the period. Diluted net (loss) earnings per share is determined by dividing net (loss) income by diluted weighted average shares outstanding. Diluted weighted average shares reflects the dilutive effect, if any, of potentially dilutive common shares, such as from the exercise of stock options and vesting of restricted stock units calculated using the treasury stock method. In periods with reported net operating losses, all stock options and restricted stock units outstanding are deemed anti-dilutive such that basic and diluted net loss per share are equal. The calculation of net (loss) income and the number of shares used to compute basic and diluted net (loss) earnings per share for the years ended December 31, 2023, 2022, and 2021 are as follows: In thousands 2023 2022 2021 Net (loss) income —basic and diluted $ ( 59,112 ) $ ( 105,803 ) $ 7,729 Weighted average shares outstanding—basic 407,655 401,155 395,992 Effect of dilutive securities: Stock options — — 4,420 Restricted stock and restricted stock units — — 2,068 Weighted average shares outstanding—diluted 407,655 401,155 402,480 Net (loss) earnings per share—basic (1) $ ( 0.15 ) $ ( 0.26 ) $ 0.02 Net (loss) earnings per share—diluted (1) $ ( 0.15 ) $ ( 0.26 ) $ 0.02 (1) Excluding the licensing revenue change in estimate and Medicaid change in estimate, both discussed in Note 12 – Revenue Recognition, net loss per share basic and diluted for the year ended December 31, 2023 would have been $( 0.21 ). For the years ended December 31, 2023, 2022 and 2021, the following potentially dilutive securities were not included in the computation of net (loss) earnings per share because the effect would be anti-dilutive or because performance criteria were not yet met for awards contingent upon such measures: In thousands 2023 2022 2021 Stock options 27,956 19,182 9,926 Restricted stock and restricted stock units 11,983 14,461 3,764 Laxdale milestone shares — — 1,984 Stock options are anti-dilutive during periods of net earnings when the exercise price of the stock options exceeds the market price of the underlying shares on the last day of the reporting period. Restricted stock and restricted stock units are anti-dilutive during periods of net earnings when underlying performance-based vesting requirements were not achieved as of the last day of the reporting period. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation , or ASC 718, and requires the fair value of all stock-based payments to employees and non-employees to be recognized in the consolidated statement of operations over the requisite service period. The fair value of the Company's restricted stock units is determined to be the market price on the date of the grant. The Company estimates the fair value of stock option awards on the date of the grant using the Black-Scholes Model, which requires that the Company makes certain assumptions regarding: (i) the expected volatility in the market price of its common stock; (ii) dividend yield; (iii) risk-free interest rates; and (iv) the period of time employees are expected to hold the award prior to exercise, referred to as the expected holding period. As a result, if the Company revises its assumptions and estimates, stock-based compensation expense could change materially for future grants. For awards with performance conditions, if the achievement of the performance conditions is deemed probable, the Company recognizes compensation expense based on the grant date fair value of the award over the requisite service period. The Company reassesses the probability of achievement of the performance conditions each reporting period. For awards with market conditions, the Company recognizes compensation expense based on the grant date fair value of the award, using the Monte Carlo Model, over the requisite service period. The Company estimates the level of forfeitures expected to occur based on its historical data and records compensation cost only for those awards that are ultimately expected to vest. See Note 9—Stock Incentive Plans and Stock-Based Compensation for further discussion. F- 12 Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist primarily of cash and cash equivalents, short-term and long-term investments, and accounts receivable. The Company maintains substantially all of its cash and cash equivalents and short-term and long-term investments, in financial institutions believed to be of high-credit quality. A significant portion of the Company’s sales are to wholesalers in the pharmaceutical industry. The Company monitors the creditworthiness of customers to whom it grants credit terms and has not experienced any credit losses. The Company does not require collateral or any other security to support credit sales. Three customers individually accounted for 10% or more of the Company’s gross product sales. Customers A, B, and C accounted for 36 % , 28 % , and 29 % , respectively, of gross product sales for the year ended December 31, 2023 and represented 36 % , 18 % , and 38 % , respectively, of the gross accounts receivable balance as of December 31, 2023. Customers A, B, and C accounted for 35 % , 31 % and 27 % , respectively, of gross product sales for the year ended December 31, 2022 and represented 35 % , 21 % , and 39 % , respectively, of the gross accounts receivable balance as of December 31, 2022 . The Company has not experienced any significant write-offs of its accounts receivable. All customer accounts are actively managed and no losses in excess of amounts reserved are currently expected. Concentration of Suppliers The Company has contractual freedom to source the API for VASCEPA and to procure other services supporting its supply chain and has entered into supply agreements with multiple suppliers. The Company’s supply of product for commercial sale and clinical trials is dependent upon relationships with third-party manufacturers and suppliers. The Company cannot provide assurance that its efforts to procure uninterrupted supply of VASCEPA to meet market demand will continue to be successful or that it will be able to renew current supply agreements on favorable terms or at all. Significant alteration to or disruption or termination of the Company’s current supply chain, or the Company’s failure to enter into new and similar agreements in a timely fashion, if needed, could have a material adverse effect on its business, condition (financial and other), prospects or results of operations. The Company currently has manufacturing agreements with multiple independent API manufacturers and several independent API encapsulators and packagers for VASCEPA manufacturing. Each of these API manufacturers, encapsulators and packagers is U.S. FDA-approved and certain of these API manufacturers, encapsulators and packagers are also approved by the European Regulatory Authorities for manufacturing VAZKEPA in Europe. These suppliers are also used by the Company to source supply to meet the clinical trial and commercial demands of its partners in other countries. Each of these suppliers has qualified and validated its manufacturing processes. There can be no guarantee that these or other suppliers with which the Company may contract in the future to manufacture VASCEPA or VASCEPA API will remain qualified to do so to its specifications or that these and any future suppliers will have the manufacturing capacity to meet potential global demand for VASCEPA. Foreign Currency Monetary assets and liabilities denominated in a foreign currency are remeasured into U.S. dollars at period-end exchange rates. Gains and losses from the remeasurement are included in Other income (expense), net in the consolidated statements of operations. For transactions settled during the applicable period, gains and losses are included in Other income (expense), net in the consolidated statements of operations. Certain amounts payable are denominated in currencies other than the U.S. dollar. The Company recorded a foreign currency loss within the Other income (expense), net on the consolidated statement of operations of $ 2.6 million, $ 0.7 million and $ 0.6 million for each of the years ended December 31, 2023, 2022, and 2021 , respectively. Fair Value of Financial Instruments The Company provides disclosure of financial assets and financial liabilities that are carried at fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements may be classified based on the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities using the following three levels: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. F- 13 Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3—Unobservable inputs that reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data. The following tables present information about the estimated fair value of the Company’s assets and liabilities as of December 31, 2023 and 2022 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: December 31, 2023 In thousands Total Level 1 Level 2 Level 3 Asset: U.S. Treasury Shares $ 123,992 $ 123,992 $ — $ — Money Market Fund 99,226 99,226 — — Agency Securities 8,912 — 8,912 — Repo Securities 3,250 — 3,250 — Total $ 235,380 $ 223,218 $ 12,162 $ — December 31, 2022 In thousands Total Level 1 Level 2 Level 3 Asset: Money Market Fund $ 81,870 $ 81,870 $ — $ — Commercial Paper 62,347 — 62,347 — Corporate Bonds 28,416 — 28,416 — Certificate of Deposit 9,100 — 9,100 — Repo Securities 3,250 — 3,250 — U.S. Treasury Shares 3,117 3,117 — — Agency Securities 1,554 1,554 — — Non-US Government 1,393 — 1,393 — Asset Backed Securities 1,260 — 1,260 — Total $ 192,307 $ 86,541 $ 105,766 $ — The carrying amount of the Company’s cash and cash equivalents approximates fair value because of their short-term nature. The cash and cash equivalents consist of cash, deposits with banks and short-term highly liquid money market instruments with remaining maturities at the date of the purchase of 90 days or less. The Company’s investments are stated at amortized cost, which approximates fair value. The Company does not intend to sell these investment securities and the contractual maturities are not greater than 24 months . Those with original maturities greater than 90 days and maturities less than 12 months are included in short-term investments on its consolidated balance sheet. Those with remaining maturities in excess of 12 months are included in long-term investments on its consolidated balance sheet. Unrealized gains or losses are not recognized until maturity, except other-than-temporary unrealized losses which are recognized in earnings in the period incurred. The Company evaluates securities with unrealized losses to determine whether such losses are other than temporary. The unrealized gain or loss for the years ended December 31, 2023 and December 31, 2022 was a gain of less than $ 0.1 million and a loss of $ 0.4 million, respectively. Interest on investments is reported in interest income. The carrying amounts of accounts payable and accrued liabilities approximate fair value because of their short-term nature. Segment and Geographical Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources to an individual segment and in assessing performance of the segment. The Company currently operates in one business segment, which is the development and commercialization of VASCEPA. A single management team that reports to the Company’s chief decision-maker, who is the Chief Executive Officer, comprehensively manages the business. Accordingly, the Company does not have separately reportable segments. F- 14 Restructuring The Company identifies a restructuring event as a program that is planned and controlled by management, and materially changes either the scope of the Company's business or the manner in which that business is conducted. The accounting for involuntary termination benefits that are provided pursuant to a one-time benefit arrangement are accounted for under ASC 420 – Exit or Disposal Cost Obligations whereas involuntary termination benefits that are part of an ongoing written or substantive plan are accounted for under ASC 712 – Compensation – Nonretirement Postemployment Benefits. The Company accrues a liability for termination benefits under ASC 712 when it is probable that a liability has been incurred and the amount can be reasonably estimated and under ASC 420 when the termination benefits are communicated. In June 2023, the Company approved and subsequently announced on July 18, 2023, an Organizational Restructuring Plan, or ORP, to right-size and strengthen the Company. As part of the plan, the Company completed the elimination of its entire U.S. sales field force, as well as a reduction of approximately 30% of the non-sales positions. The Company maintained its managed care and trade organization to support U.S. commercial efforts. During the year ended December 31, 2023, the Company recognized approximately $ 11.0 million within restructuring expense on the consolidated statement of operations related to the reduction in force, substantially all of which are cash expenditures. The Company continued to assess its contractual supplier purchase obligations and has taken steps to amend supplier agreements to align supply arrangements with current and future market demand. As a result of the ongoing assessment, the Company recognized $ 39.2 million and $ 18.1 million during the years ended December 31, 2023 and 2022, respectively, within cost of goods sold - restructuring inventory on the consolidated statement of operations. The Company continues to negotiate with other contract suppliers to align its supply arrangements with current and future global demand which may result in additional costs to the Company. On June 6, 2022, the Company announced a Comprehensive Cost Reduction Plan, or CRP, which included an organizational restructuring plan to address the shifts within the Company’s U.S. business . As part of the plan, the Company completed a reduction of its U.S. field force from approximately 300 sales representatives to approximately 75 sales representatives. During the year ended December 31, 2022 , the Company recognized approximately $ 9.4 million within restructuring expense on the consolidated statement of operations related to the reduction in force, substantially all of which was cash expenditures. On August 19, 2022, the Company announced that after the conclusion of the fourth and final round of negotiations in Germany with the National Association of Statutory Health Insurance Funds, or GKV-SV, a viable agreement on the reimbursement price of VAZKEPA in Germany could not be reached. As a result, the Company discontinued its German business operations effective September 1, 2022. During the year ended December 31, 2022, the Company recognized approximately $ 4.2 million within restructuring expense on the condensed consolidated statement of operations, substantially all of which was cash expenditures. On September 22, 2021, the Company announced a Go-to-Market strategy for VASCEPA. As part of this strategy, the Company completed a reduction of its U.S. field force to approximately 300 sales representatives, enhanced managed care access and optimized VASCEPA prescriptions for cardiovascular risk reduction. During the year ended December 31, 2021, the Company recognized approximately $ 13.7 million in charges related to the reduction in force, substantially all of which were cash expenditures for one-time termination benefits and associated costs. The following table sets forth the components of the Company's restructuring charges for the years ended December 31, 2023, 2022 and 2021: For the Year Ended December 31, In thousands 2023 2022 2021 Employee restructuring separation charges $ 10,383 $ 9,310 $ 13,717 Vendor contract charges 589 4,216 — Total restructuring expense 10,972 13,526 13,717 Restructuring inventory 39,228 18,078 — Stock forfeitures 1,034 591 — Total restructuring cash obligations incurred $ 51,234 $ 32,195 $ 13,717 The following table shows the change in restructuring liability which is included within accrued expenses and other current liabilities: F- 15 In thousands Restructuring Liability Balance at December 31, 2022 $ 192 Restructuring cash obligations incurred 51,234 Payments ( 37,837 ) Balance at December 31, 2023 $ 13,589 Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, and are early adopted by the Company or adopted as of the specified effective date. The Company has evaluated all recently issued accounting pronouncements through the date of the financial statements and found that no recently issued accounting pronouncements, when adopted, will have a material impact on the Company’s consolidated financial position, results of operations, and cash flows, or do not apply to the Company’s operations. (3) Intangible Asset Intangible asset consists of internal-use software, website development costs and milestone payments to the former shareholders of Laxdale related to the 2004 acquisition of the rights to VASCEPA, which is the result of VASCEPA receiving marketing approval in the U.S. for the first indication in 2012, the expanded label in 2019 and marketing approval in Europe in 2021. For the year ended December 31, 2023 , the Company capitalized $ 0.3 million of costs associated with the implementation of internal-use software. In accordance with ASC 350, the Company evaluates the remaining useful life of the intangible asset at each reporting period to determine if any events or circumstances warrant a revision to the remaining period of amortization. As of December 31, 2023, the intangible assets have an estimated weighted-average remaining useful life of 7.0 years. The carrying value as of December 31, 2023 and 2022 is as follows: In thousands December 31, 2023 December 31, 2022 Technology rights $ 33,188 $ 32,859 Accumulated amortization ( 13,884 ) ( 11,079 ) Intangible asset, net $ 19,304 $ 21,780 Amortization expense for the years ended December 31, 2023 and 2022 was $ 2.8 million and $ 2.5 million, respectively. Estimated future amortization expense as of December 31, 2023 is as follows: In thousands Year Ending December 31, Amount 2024 $ 2,915 2025 2,915 2026 2,655 2027 2,546 2028 2,546 Thereafter 5,727 Total $ 19,304 (4) Inventory The Company capitalizes its purchases of saleable inventory of VASCEPA from suppliers that have been qualified by the U.S. FDA and other global regulatory agencies. Inventories as of December 31, 2023 and 2022 consist of the following: In thousands December 31, 2023 December 31, 2022 Raw materials $ 155,128 $ 126,391 Work in process 5,373 52,297 Finished goods 175,730 213,664 Inventory (1) $ 336,231 $ 392,352 (1) Total inventory consists of both current inventory and long-term inventory. During the year ended December 31, 2023 , approximately $ 5.1 million of inventory was expensed through cost of goods sold for both product dating and non-product dating unsellable inventory. During the year ended December 31, 2022 approximately $ 9.6 million of finished goods were expensed through cost of goods sold related to unsellable inventory not related to product dating. F- 16 As of December 31, 2023 and 2022, the Company had $ 77.6 million and $ 163.6 million of long-term inventory, respectively, as consumption is expected beyond the Company's operating cycle of 12 months. (5) Property, Plant and Equipment Property, plant and equipment as of December 31, 2023 and 2022 consists of the following: In thousands Useful Life (in years) December 31, 2023 December 31, 2022 Furniture and fixtures 5 $ 432 $ 1,633 Leasehold improvements lesser of useful life or lease term 217 869 Software 3 - 5 617 617 Computer equipment 3 - 5 227 227 Property, plant and equipment 1,493 3,346 Accumulated depreciation and amortization ( 1,379 ) ( 2,472 ) Property, plant and equipment, net $ 114 $ 874 The Company provides for depreciation and amortization using the straight-line method by charges to operations in amounts that depreciate the cost of the fixed asset over its estimated useful life. Depreciation expense for the year ended December 31, 2023 was $ 0.2 million and for the years ended December 31 2022, and 2021 was $ 0.6 million, respectively. Upon retirement or sale of assets, the cost of the assets disposed and the related accumulated depreciation are removed from the consolidated balance sheet and any resulting gain or loss is credited or expensed to operations. Repairs and maintenance costs are expensed as incurred. (6) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following as of December 31, 2023 and 2022: In thousands December 31, 2023 December 31, 2022 Payroll and payroll-related expenses $ 18,942 $ 20,302 Sales and marketing accruals 1,009 1,672 Accrued revenue allowances 145,034 134,869 Accrued restructuring 13,589 192 All other 25,600 35,643 Accrued expenses and other current liabilities $ 204,174 $ 192,678 (7) Commitments and Contingencies Amarin accrues a liability for legal contingencies when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss. Amarin reviews these accruals and adjusts them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. To the extent new information is obtained and Amarin’s views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in Amarin’s accrued liabilities would be recorded in the period in which such determination is made. For the matters referenced below, the amount of liability is not probable nor can the amount be reasonably estimated; therefore, accruals have not been made. In addition, in accordance with the relevant authoritative guidance, for matters in which the likelihood of material loss is at least reasonably possible, Amarin provides disclosure of the possible loss or range of loss. If a reasonable estimate cannot be made, however, Amarin will provide disclosure to that effect. Litigation – U.S. ANDAs On March 30, 2020, the Nevada Court, ruled in favor of two generics companies, Hikma and Dr. Reddy’s, in Amarin’s patent litigation related to its ANDAs that sought U.S. FDA approval for sale of generic versions of VASCEPA for the original indication of VASCEPA as an adjunct to diet to reduce TG levels in adult patients with severe (>500 mg/dL) hypertriglyceridemia. On September 3, 2020, the U.S. Court of Appeals for the Federal Circuit, or the Federal Circuit, upheld the March ruling by the Nevada Court in favor of the two generics companies. On October 2, 2020, the Company filed a combined petition for panel rehearing or rehearing en banc. On November 4, 2020, the Company’s rehearing and en banc petitions were denied. On February 11, 2021, Amarin filed a petition for a writ of certiorari with the United States Supreme Court to ask the Court to hear the Company’s appeal in this litigation, which was denied on June 18, 2021. On May 22, 2020 and August 10, 2020, Hikma and Dr. Reddy’s, respectively, received U.S. FDA approval to market its generic versions of VASCEPA. During the ANDA litigation, the Company reached agreements with Teva and Apotex, under which they received royalty-free license agreements to promote a generic version of icosapent ethyl in the U.S. under certain circumstances, one F- 17 of which circumstances was achieved when the Federal Circuit upheld the ruling by the Nevada Court and Hikma launched its generic version of icosapent ethyl. On September 11, 2020, and June 30, 2021, Teva and Apotex, respectively, received U.S. FDA approval to market their respective generic versions of icosapent ethyl. In November 2020, Hikma announced the price and launched its generic version of icosapent ethyl. In June 2021, Dr. Reddy’s announced the price and launched its generic version of icosapent ethyl. In January 2022, Apotex announced the price and launched its generic version of icosapent ethyl. In September 2022, Teva announced the price and launched its generic version of icosapent ethyl for the 0.5-gram capsule and the 1.0 gram capsule in January 2023. All generic versions of icosapent ethyl as approved by the U.S. FDA pertains to the MARINE indication of VASCEPA, lowering of TG levels in patients with very high TG (>500 mg/dL). Current generic competition, together with past and on-going litigation related to such generic versions of icosapent ethyl are applicable to the U.S. only. The Company did not seek, nor is VAZKEPA approved in Europe for lowering of TG levels in patients with very high TG (>500 mg/dL). The active pharmaceutical ingredient in VASCEPA is difficult and time consuming to manufacture, often requires considerable advanced planning and long-term financial commitment, including to manufacturing infrastructure such as dedicated facilities, to ensure sufficient capacity is available when needed. The Company has invested over a decade of resources and expenses to develop with individual members of its third-party, active pharmaceutical ingredient supply chain the technical knowhow, manufacturing processes and related regulatory approvals that have helped enable the Company’s suppliers to supply the Company’s need for clinical and commercial supply globally. In November 2020, the Company filed a patent infringement lawsuit against Hikma in the United States District Court in Delaware. The complaint alleged that Hikma induced the infringement of VASCEPA-related CV risk reduction U.S. Patent Nos. 9,700,537 (Composition for preventing the occurrence of cardiovascular event in multiple risk patient), 8,642,077 (Stable pharmaceutical composition and methods of using same), and 10,568,861 (Methods of reducing the risk of a cardiovascular event in a subject at risk for cardiovascular disease) by making, selling, offering to sell and importing generic icosapent ethyl capsules in or into the United States. In January 2021, the Company expanded the scope of the VASCEPA CV risk reduction patent infringement lawsuit against Hikma to include a health care insurance provider in the United States, Health Net LLC, or Health Net. Through insurance coverage and economic incentives the Company alleged that Health Net has actively induced pharmacies to dispense, and patients to use, Hikma generic icosapent ethyl capsules in infringement of the related patents. In the complaint, the Company sought remedies including a permanent injunction against the unlawful inducement by Hikma and Health Net of infringing uses of the Hikma generic product, i.e., uses to reduce cardiovascular risk as detailed in the patents, and monetary damages in an amount sufficient to compensate the Company for such infringement. On January 4, 2022, the district court hearing the case granted Hikma's motion to dismiss. On October 13, 2022, the district court granted final judgement on the aspect of the litigation relating to the Company and Hikma. The Company has appealed the decision of the district court. On December 26, 2022, the Company entered into a settlement agreement with Health Net that resolved the litigation relating to the Company and Health Net. The Company will continue to consider its legal options against parties similarly situated to Health Net and Hikma and acting in concert with either by making or selling any drug product or component thereof covered by the subject patents, or inducing others to do the same. As has been a practice in the generic pharmaceutical industry, on April 27, 2021 and February 21, 2023, Dr. Reddy’s and Hikma, respectively, filed complaints against the Company in the United States District Court for the District of New Jersey, Civil action No. 21-cv-10309 and No. 23-cv-01016, alleging various antitrust violations stemming from alleged anticompetitive practices related to the supply of active pharmaceutical ingredient of VASCEPA. The DRL complaints also includes a related state law tortious interference claim. Damages sought include recovery for alleged economic harm to Dr. Reddy’s and to Hikma respectively, treble damages, other costs and fees and injunctive relief against the alleged violative activities. Amarin believes it has valid defenses and will vigorously defend against the claims. Such litigation can be lengthy, costly and could materially affect and disrupt our business. In March 2021, Amarin received a civil investigative demand, or CID, from the U.S. Federal Trade Commission and a subpoena from the New York Attorney General with respect to information on the same antitrust topic covered in the Dr. Reddy's litigation. Similarly, in June 2020, the Company received a CID from the U.S. Department of Justice, or the DOJ, informing Amarin that the DOJ is investigating whether aspects of its promotional speaker programs and copayment waiver program during the period from January 1, 2015 to the present violated the U.S. Anti-Kickback Statute and the U.S. Civil False Claims Act, in relation to the sale and marketing of VASCEPA by the Company and its previous co-marketing partner, Kowa Pharmaceuticals America, Inc. Amarin is cooperating with the government agencies regarding these two investigations, or the Investigations, and concluded document production and interrogatory responses in mid-2023. We cannot predict when these investigations will be resolved, the outcome of the investigations or their potential impact on the Company’s business. Amarin is named as a defendant in six antitrust class action lawsuits in the District Court for the District of New Jersey, as displayed in the table below. Each of the six antitrust class action lawsuits allege Amarin and its co-defendant suppliers violated state and federal antitrust laws by monopolizing and engaging in a conspiracy to restrain trade in the icosapent ethyl drug and API markets. F- 18 Lawsuits Civil Action # Direct/Indirect Purchasers Uniformed Fire Officers Association Family Protection Plan Local 854 21-12061 Indirect Purchaser Uniformed Fire Officers Association for Retired Fire Officers Family Protection Plan 21-12061 Indirect Purchaser The International Union of Operating Engineers Locals 137, 137A, 137B, 137C, 137R 21-12416 Indirect Purchaser KPH Healthcare Services, Inc. 21-12747 Direct Purchaser Local 464A United Food and Commercial Workers Union Welfare Service Benefit Fund 21-13009 Indirect Purchaser Teamsters Health & Welfare Fund of Philadelphia and Vicinity 21-13406 Indirect Purchaser Such antitrust litigation and antitrust investigations can be lengthy, costly and could materially affect and disrupt the Company’s business. The Company cannot predict when these matters will be resolved, their outcome or their potential impact on the Company’s business. If a government determines that Amarin has violated antitrust law, the Company could be subject to significant civil fines and penalties. The Company intends to vigorously enforce its intellectual property rights relating to VASCEPA, but cannot predict the outcome of these lawsuits or any subsequently filed lawsuits. Litigation – Other On October 21, 2021, a purported investor in the Company's publicly traded securities filed a putative class action lawsuit against Amarin Corporation plc, the former chief executive officer and the former chief financial officer in the U.S. District Court for the District of New Jersey, Vincent Dang v. Amarin Corporation plc, John F. Thero and Michael W. Kalb, No. 1:21-cv-19212 (D.N.J. Oct. 21, 2021). A subsequent case, Dorfman v. Amarin Corporation plc, et al., No. 3:21-cv-19911 (D.N.J. filed Nov. 10, 2021), was filed in November 2021. In December 2021, several Amarin shareholders moved to consolidate the cases and appoint a lead plaintiff and lead counsel pursuant to the Private Securities Litigation Reform Act. The complaints in these actions are nearly identical and allege that the Company misled investors by allegedly downplaying the risk associated with the Company's ANDA litigation described above and the risk that certain of the Company's patents related to the MARINE indication would be invalidated. Based on these allegations, plaintiff alleges that he purchased securities at an inflated share price and brings claims under the Securities and Exchange Act of 1934 seeking unspecified monetary damages and attorneys' fees and costs. In October 2022, the court consolidated the cases and appointed a lead plaintiff for the putative class. On January 13, 2023, lead plaintiff filed an amended complaint that also named the former general counsel, and again alleged that the Company made false statements regarding the ANDA Litigation as well as about the REDUCE-IT indication and VASCEPA’s financial prospects resulting from REDUCE-IT. All Defendants have moved to dismiss the amended complaint and the motion remains pending. The Company believes it has valid defenses and will vigorously defend against the claims but cannot predict the outcome. The Company is unable to reasonably estimate the loss exposure, if any, associated with these claims. On March 29, 2023, purported investors in the Company’s publicly traded securities filed a derivative lawsuit, naming as defendants the Company’s former general counsel, the Company’s trial counsel for the ANDA litigation, and the Company as nominal defendant, in the Superior Court of New Jersey, Law Division, Monmouth County, captioned Anne Abramson, John Lissandrello, Georgette Appiano, and Andrew Bondarowicz v. Amarin Corporation plc, Covington & Burling, LLP, Joseph T. Kennedy, and John Does A-Z , No. MON-L-000984-23 (N.J. Super. Ct. Law Div. Mar. 29, 2023). The complaint alleged that the defendants failed to exercise appropriate diligence and due care in their conduct of the ANDA litigation. Based on those allegations, the complaint alleged that the defendants committed legal malpractice and sought monetary damages and attorneys’ fees and costs. On April 8, 2023, the plaintiffs voluntarily dismissed this case without prejudice. On March 31, 2023, the Company’s former chief executive officer, Karim Mikhail, filed a complaint against the Company and certain of its affiliates in the Superior Court of New Jersey, Law Division – Somerset County, captioned Mikhail v. Amarin Corporation, plc (Docket No. SOM-L-000366-23), concerning Mr. Mikhail’s alleged “constructive termination” from the Company. The complaint seeks unspecified damages arising from claims for breaches of his employment agreement, Executive Severance and Change of Control Plan, and the implied covenant of good faith and fair dealing. On April 3, 2023, the case moved to the United States District Court for the District of New Jersey (Civ. No. 3:23-cv-01856). On June 30, 2023, all defendants moved to dismiss this case without prejudice. The Company believes it has valid defenses and will vigorously defend against the claims but cannot predict the outcome. The Company is unable to reasonably estimate the loss exposure, if any, associated with these claims. In addition to the above, in the ordinary course of business, the Company is from time to time involved in lawsuits, claims, investigations, proceedings, and threats of litigation relating to intellectual property, commercial arrangements and other matters. Milestone and Supply Purchase Obligations The Company currently has long-term supply agreements with multiple API suppliers and encapsulators. The Company is relying on these suppliers to meet current and potential future global demand for VASCEPA. Certain supply agreements require annual minimum volume commitments by the Company and certain volume shortfalls may require payments for such shortfalls. F- 19 These agreements include requirements for the suppliers to meet certain product specifications and qualify their materials and facilities with applicable regulatory authorities including the U.S. FDA. The Company has incurred certain costs associated with the qualification of product produced by these suppliers. The Company continues to negotiate with contract suppliers to align its supply arrangements with current and future global demand which may result in additional costs to the Company. As of the date of filing this Annual Report, the Company has a total of approximately $ 37.0 million in future contractual purchase obligations without consideration to ongoing discussions with other suppliers. In addition, the Company has total obligations of $ 186.5 million contingent on either certain suppliers obtaining regulatory approval in Europe or pricing reimbursement in certain European countries not occurring by June 30, 2024. During 2023, the Company determined that it was probable that the Company would not be able to obtain pricing reimbursement in certain countries outlined within renegotiated supply agreements by June 30, 2024. The Company's reasonable estimate of the liability is a range between $ 8.0 million and $ 15.8 million, with no amount within that range a better estimate than any other amount; accordingly, an $ 8.0 million provision was recognized in cost of goods sold - restructuring inventory on the consolidated statement of operations. The ultimate resolution of the matter could result in up to an additional $ 7.8 million of the amount accrued. On March 26, 2021, the EC approved the marketing authorization application for VAZKEPA. Under the 2004 share repurchase agreement with Laxdale upon receipt of pricing approval in Europe for the first indication for VASCEPA (or first indication of any product containing intellectual property acquired from Laxdale in 2004), the Company was obligated to make an aggregate stock or cash payment to the former shareholders of Laxdale (at the sole option of each of such former shareholders) of £ 7.5 million. On July 13, 2022 in connection with the United Kingdom's National Institute for Health and Care Excellence, or NICE's, final guidance for reimbursement of VAZKEPA and use across the National Health Service, or NHS, in England and Wales, representing receipt of marketing approval in Europe for the first indication for VAZKEPA, the Company became obligated to make the aggregate milestone payment of £ 7.5 million to Laxdale’s former shareholders (in either stock or cash at the election of each shareholder). A s of December 31, 2023, the Company has settled the first European indication approval milestone through issuance of stock and cash payments based on the respective shareholder's election. Also under the Laxdale agreement, upon receipt of a marketing approval in Europe for a further indication of VASCEPA (or further indication of any other product acquired from Laxdale in 2004), the Company must make an aggregate stock or cash payment (at the sole option of each of such former shareholder) of £ 5.0 million (approximately $ 6.4 million as of December 31, 2023) for the potential market approval. The Company has no provision for any of these obligations, except the $ 8.0 million provision noted above, since the amounts are either not paid or payable as of December 31, 2023 . (8) Equity Common Stock On January 10, 2024, the Company announced plans to initiate a share repurchase program to purchase up to $ 50.0 million of the Company's ordinary shares held in the form of American Depository Shares. The implementation of the share repurchase program will require shareholder approval as well as UK High Court approval, as required under UK company law. On July 13, 2022, in connection with the United Kingdom's National Institute for Health and Care Excellence, or NICE's, final guidance for reimbursement of VAZKEPA and use across the National Health Service, or NHS, in England and Wales, representing receipt of marketing approval in Europe for the first indication for VAZKEPA, the Company became obligated to make an aggregate milestone payment of £ 7.5 million to Laxdale's former shareholders (in either stock or cash at the election of each shareholder) under the 2004 purchase agreement among the Company and such former shareholders. One of the shareholders elected to receive payment in stock for its pro rata portion of the milestone payment, resulting in the issuance of 5,817,942 shares at a price of $ 1.41 per share in July 2022. During the years ended December 31, 2023 and 2022, other than as described elsewhere in this Annual Report on Form 10-K, including in the Notes to Consolidated Financial Statements, the Company did not engage in any transactions involving its common stock. Refer to Incentive Equity Awards below for discussion of ordinary shares issued as a result of stock option exercises and the vesting of restricted stock units. Refer to Note 9—Stock Incentive Plans and Stock Based Compensation for discussion of shares issued under the Company’s employee stock purchase plan. Incentive Equity Awards The Company issues incentive equity awards, including incentive and non-qualified stock options and restricted stock units, under the Amarin Corporation plc 2020 Stock Incentive Plan, or the 2020 Plan, which is the successor to the Amarin Corporation plc 2011 Stock Incentive Plan, as amended, or the 2011 Plan, and the Amarin Corporation plc 2002 Stock Option Plan, as amended, or the 2002 F- 20 Plan, and together with the 2020 Plan and 2011 Plan, the Plans. Refer to Note 9—Stock Incentive Plans and Stock Based Compensation for further information regarding the Company’s incentive equity plans and awards. The following table summarizes the aggregate number of stock options and restricted stock units, or RSUs, outstanding under the 2020 Plan as of December 31, 2023: December 31, 2023 Outstanding stock options 27,956,138 % of outstanding shares on a fully diluted basis 6 % Outstanding RSUs 11,983,101 % of outstanding shares on a fully diluted basis 3 % The following table represents equity awards activity during the years ended December 31, 2023 and 2022: For the Year Ended December 31, 2023 2022 Common shares issued for stock option exercises 1,239,763 33,303 Gross and net proceeds from stock option exercises $ 1,882,001 $ 59,686 Common shares issued in settlement of vested RSUs 3,890,395 1,940,371 Shares retained for settlement of employee tax obligations ─ RSUs 1,187,251 500,064 Common shares issued in settlement of vested Performance-Based RSUs (1) 358,440 — Shares retained for settlement of employee tax obligations ─ Performance-Based RSUs 143,120 — (1) Performance-based RSUs vested in connection with the achievement of certain performance conditions. These performance-based RSUs will primarily vest over a three-year period based on continuous service from the grant date. During the years ended December 31, 2023 and 2022, the Company granted a total of 5,456,800 and 3,065,000 stock options, respectively, and 8,227,800 and 9,069,500 RSUs, respectively, to employees under the Plans. The RSUs typically vest annually over a three - or four-year period and the stock options typically vest quarterly over a four-year period. Also during 2023 and 2022, the Company granted a total of 1,368,800 and 1,919,500 RSUs, respectively, to employees under the Plans that vest upon the achievement of specified performance conditions. In addition to the grants noted above, in connection with the implementation of a retention program in July 2023, the Company granted a total of 3,978,300 stock options to employees under the 2020 Plan. The options vest 50 % on both January 1, 2024 and January 1, 2025, respectively. Also in July 2023, the Company granted 5,000,000 stock options to Patrick Holt in connection with his appointment as President and Chief Executive Officer, which will vest upon achievement of specified stock price conditions for the Company. During the years ended December 31, 2023 and 2022, the Company granted a total of 3,853,025 and 1,973,124 stock options, respectively, and 1,392,257 and 1,597,955 RSUs, respectively, to members of the Company’s Board of Directors under the Plans. The RSUs vest in equal installments over a three-year period upon the earlier of the anniversary of the grant date or the Company’s annual general meeting of shareholders in such anniversary year. The stock options vest in full upon the earlier of the one-year anniversary of the grant date or the Company’s annual general meeting of shareholders in such anniversary year. Upon termination of service to the Company or upon a change of control, each director shall be entitled to a payment equal to the fair market value of one share of Amarin common stock per award vested or granted, respectively, which is required to be made in shares. (9) Stock Incentive Plans and Stock-Based Compensation On March 16, 2020, the Company’s Board of Directors, upon the recommendation of the Remuneration Committee, adopted, subject to shareholder approval, the 2020 Plan which was subsequently approved by the Company’s shareholders on July 13, 2020 at the Annual General Meeting of Shareholders. The 2020 Plan is the successor to the Company’s 2011 Plan, which was set to expire on July 12, 2021, and the Company’s 2002 Plan, the Plans. The 2020 Plan allows the Company to grant stock options, both incentive and non-qualified options, to employees and Directors, restricted stock units to employees and unrestricted shares to Directors. The maximum number of the Company’s Ordinary Shares of £ 0.50 each or any ADS’s, as to be issued under the 2020 Plan shall not exceed the sum of (i) 20,000,000 shares and (ii) the number of Shares that remained available for grants under the Company’s 2011 Plan as of July 13, 2020. If any award granted and outstanding under the Plans expires or is forfeited, surrendered, canceled or otherwise terminated, the shares may be made available for subsequent F- 21 grants under the 2020 Plan. The 2020 Plan is administered by the Remuneration Committee of the Company’s Board of Directors and expires on July 13, 2030. Stock Options Under the terms of the Plans, stock options typically vest over a four-year period and expire after a 10-year term. The stock options are granted at an exercise price equal to the closing price of the Company’s American Depositary Shares on the grant date. The following table summarizes all stock option activity for the year ended December 31, 2023: In thousands (except per share amounts and years) Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of January 1, 2023 19,182 $ 5.80 Granted 18,363 1.27 Forfeited ( 8,221 ) 4.85 Expired ( 128 ) 7.54 Exercised ( 1,240 ) 1.50 Outstanding as of December 31, 2023 27,956 3.21 7.3 years $ 131 Exercisable as of December 31, 2023 12,333 5.72 4.4 years $ - Vested and expected to vest as of December 31, 2023 27,114 3.35 6.6 years $ 113 Available for future grant as of December 31, 2023 22,984 The weighted average grant date fair value of stock options granted during the years ended December 31, 2023, 2022, and 2021 was $ 1.27 , $ 2.56 , and $ 5.12 , respectively. The total grant date fair value of options vested during the years ended December 31, 2023, 2022, and 2021 was $ 8.2 million, $ 16.6 million, and $ 21.1 million, respectively. Included within the above table is the 5,000,000 market-based stock option award with a weighted average grant date fair value of $ 0.37 . During the years ended December 31, 2023, 2022 and 2021, the Company received proceeds from the exercise of options of $ 1.9 million, $ 0.1 million, and $ 2.9 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021 was $ 0.4 million , nominal and $ 4.9 million, respectively, calculated as the difference between the quoted stock price of the Company’s common stock as of the reporting date and the exercise prices of the underlying awards. As of December 31, 2023, options have $ 11.7 million of unrecognized stock-based compensation expense with such expense expected to be recognized over a weighted-average period of approximately 2.8 years. The fair value of stock options on the date of grant was estimated using the Black-Scholes option pricing model except for the market-based option awards which used the Monte Carlo option pricing model. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, which include: • Risk free rate : The risk-free interest rate is based on zero-coupon U.S. Treasury securities with a maturity term approximating the expected life of the option at the date of grant. • Expected dividend yield : No dividend yield has been assumed as the Company does not currently pay dividends on its common stock and does not anticipate doing so in the foreseeable future. • Expected option life: The expected life was determined using the simplified method based on the term and vesting period. • Expected volatility: Expected stock price volatility for the Black-Scholes model was calculated based on the historical volatility of the Company’s common stock over the expected life of the option. For the Monte Carlo model, expected stock price volatility was calculated based on the historical volatility of both the Company's common stock and comparable company's common stock over the expected life of the option. For 2023, 2022, and 2021, the Company used the following assumptions to estimate the fair value of share-based payment awards under the Black-Scholes model: 2023 2022 2021 Risk-free interest rate 3.59 % - 4.72 % 1.64 % - 4.35 % 0.53 % - 1.36 % Expected dividend yield 0.00 % 0.00 % 0.00 % Expected option life (years) 6.25 6.25 6.25 Expected volatility 101 % - 104 % 96 % - 101 % 96 % - 99 % F- 22 The Company used the following assumptions to estimate the fair value of share-based payment awards under the Monte Carlo model in 2023: 2023 Risk-free interest rate 4.06 % - 4.09 % Expected dividend yield 0.00 % Expected option life (years) 9 Expected volatility 42.5 % - 43.00 % Employee stock options generally require future service and vest ratably over a four-year service period and are settled by the issuance of new common shares. The grant date fair value of the stock options, net of an estimated forfeiture rate is amortized straight-line over the awards’ vesting periods or respective requisite service periods and is adjusted for actual forfeitures over such period. The Company recorded compensation expense in relation to stock options of $ 6.8 million, $ 14.8 million and $ 23.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. Restricted Stock Units The restricted stock units vest based upon either a time-based service condition, a performance condition, or both. The grant date fair value of the restricted stock unites, net of the estimated forfeiture rate, is amortized straight-line over the vesting periods or requisite service periods and is adjusted for actual forfeitures over such period. For any awards with a performance condition, the probability that any performance criteria will be achieved is assessed by management and compensation expense for such awards is only recorded to the extent that the attainment of the performance criteria is deemed to be probable. The following table presents the restricted stock unit activity for the year ended December 31, 2023: In thousands (except per share amounts) Shares Weighted Average Grant Date Fair Value Outstanding as of January 1, 2023 14,461 3.98 Granted 11,048 1.73 Vested ( 4,249 ) 3.91 Forfeited ( 9,057 ) 2.85 Expired ( 220 ) 16.87 Outstanding as of December 31, 2023 11,983 $ 1.70 The Company recorded compensation expense in relation to restricted stock units of $ 9.8 million, $ 11.4 million and $ 13.9 million, for the years ended December 31, 2023, 2022, and 2021, respectively. The total grant date fair value of restricted stock units vested during the years ended December 31, 2023, 2022, and 2021 was $ 16.3 million, $ 14.3 million and $ 23.8 million, respectively. As of December 31, 2023, restricted stock units have $ 14.9 million of unrecognized stock-based compensation expense with such expense to be recognized over a weighted-average period of approximately 1.8 years. The following table presents the stock-based compensation expense related to stock-based awards for the years ended December 31, 2023, 2022, and 2021: In thousands 2023 2022 2021 Research and development $ 4,187 $ 4,465 $ 4,327 Selling, general and administrative 12,493 22,339 32,305 Restructuring ( 1,034 ) ( 591 ) 306 Stock-based compensation expense $ 15,646 $ 26,213 $ 36,938 F- 23 Employee Stock Purchase Plan On March 13, 2017, the Board adopted, subject to shareholder approval, the Amarin Corporation plc 2017 Employee Stock Purchase Plan, or the ESPP, which was approved by the Company’s shareholders on May 15, 2017. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. The maximum fair market value of stock which can be purchased by a participant in a calendar year is $ 25,000 . Under the ESPP, an aggregate of 3,000,000 ordinary shares (each ordinary share to be represented by one ADS) are reserved and available for issuance, which were registered with the SEC on August 2, 2017, for sale to eligible employees. Subject to certain exclusions, any employee of the Company’s U.S. subsidiary, Amarin Pharma, Inc., who works at least 20 hours per week and has been employed for at least six months as of the first day of the applicable offering period is eligible to participate in the ESPP. Eligible employees may authorize payroll deductions of up to 15 percent of their base pay to be withheld to purchase ordinary shares, subject to terms and limitations of the plan, at a price equal to 85 percent of the lower of the fair market values of the Company’s ordinary shares as of the beginning or the end of six-month offering periods. For the offering periods ended on the last business day on or before each of May 31, 2023 and November 30, 2023, the Company issued 205,861 shares and 113,749 shares, respectively, at a purchase price of $ 1.01 per share and $ 0.66 per share, respectively. For the offering periods ended on the last business day on or before each of May 31, 2022 and November 30, 2022 , the Company issued 265,214 shares and 191,482 shares, respectively, at a purchase price of $ 1.45 per share and $ 1.15 per share, respectively. For the offering periods ended on the last business day on or before each of May 31, 2021 and November 30, 2021, the Company issued 226,402 shares and 172,884 shares, respectively, at a purchase price of $ 3.86 per share and $ 3.06 per share, respectively. As of December 31, 2023, 1,041,967 shares were reserved for future issuance under the ESPP. (10) Income Taxes The Company recognizes interest and penalties related to uncertain tax positions within the provision for income taxes. The total amount of unrecognized tax benefits that would affect the Company’s effective tax rate if recognized is $ 8.9 million and $ 8.2 million as of December 31, 2023 and 2022, respectively. The Company recognized interest related to uncertain tax positions of $ 0.7 million and $ 0.5 million for the years ended December 31, 2023 and 2022 , respectively. No penalties have been recognized in conjunction with these positions. The following is a reconciliation of the total amounts of unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021: In thousands 2023 2022 2021 Beginning uncertain tax benefits $ 18,715 $ 22,040 $ 24,034 Prior year—increases — — 16 Prior year—decreases ( 2,261 ) ( 9,107 ) ( 2,248 ) Current year—increases 2,204 5,782 238 Ending uncertain tax benefits $ 18,658 $ 18,715 $ 22,040 The Company files income tax returns in the United States, Ireland and United Kingdom, or UK. The Company remains subject to tax examinations in the following jurisdictions as of December 31, 2023: Jurisdiction Tax Years United States—Federal 2018 - 2023 United States—State 2018 - 2023 Ireland 2019 - 2023 United Kingdom 2022 - 2023 The Company does no t expect any gross liabilities to expire in 2024 based on statutory lapses or audits. F- 24 The components of (loss) income from operations before taxes were as follows for the years ended December 31, 2023, 2022 and 2021: In thousands 2023 2022 2021 United States $ 15,881 $ 5,358 $ 10,222 Ireland and United Kingdom ( 85,177 ) ( 112,527 ) ( 4,368 ) Other 15,626 3,364 5,437 Total (loss) / income before taxes $ ( 53,670 ) $ ( 103,805 ) $ 11,291 The provision for income taxes shown in the accompanying consolidated statements of operations consists of the following for the years ended December 31, 2023, 2022 and 2021: In thousands 2023 2022 2021 Current: United States—Federal $ 1,597 $ 562 $ 2,690 United States—State 243 573 716 Foreign 3,602 863 156 Total current $ 5,442 $ 1,998 $ 3,562 Deferred: United States—Federal 9,927 ( 3,721 ) 5,222 United States—State ( 934 ) 284 ( 3,057 ) Foreign ( 15,408 ) ( 1,646 ) ( 1,619 ) Change in valuation allowance 6,415 5,083 ( 546 ) Total deferred $ — $ — $ — Provision for income taxes $ 5,442 $ 1,998 $ 3,562 The provision for income taxes differs from the amount computed by applying the statutory income tax rate to income before taxes due to the following for the years ended December 31, 2023, 2022 and 2021: In thousands 2023 2022 2021 Benefits from taxes at statutory rate $ ( 13,418 ) $ ( 25,952 ) $ 2,823 Rate differential 8,042 9,141 ( 4,416 ) Change in valuation reserves 6,415 5,083 ( 546 ) Nondeductible employee compensation 31 2,344 5,249 Stock option/RSU windfall 4,500 3,569 81 ISO disqualifying disposition windfall — — ( 219 ) Research and development credits ( 376 ) ( 958 ) ( 1,170 ) Tax return to provision adjustments 4,187 424 ( 8,372 ) Foreign exchange ( 2,921 ) 7,859 4,109 Permanent and other 141 ( 1,542 ) 863 Uncertain tax positions 780 ( 3,290 ) 5,160 Foreign-derived intangible income ( 1,939 ) ( 2,935 ) — Loss of tax attributes — 8,255 — Provision for income taxes $ 5,442 $ 1,998 $ 3,562 The Company is subject to a corporate tax rate in Ireland of 25 % for non-trading activities and 12.5 % for trading activities. For the years ended December 31, 2023, 2022, and 2021 , the Company applied the statutory corporate tax rate of 25 % for Amarin Corporation plc, reflecting the non-trading tax rate in Ireland. However, for Amarin Pharmaceuticals Ireland Limited, a wholly-owned subsidiary of Amarin Corporation plc, the Company applied the 12.5 % Irish trading tax rate. In the table above, the Company used Amarin Corporat ion plc’s 25% tax rate as the starting point for the reconciliation since it is the parent entity of the business. In April 2016, the Company adopted ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Share-Based Payment Accounting which changes the accounting for certain aspects of share-based payments to employees. One aspect of the standard requires that excess tax benefits and deficiencies that arise upon vesting or exercise of share-based payments be recognized as an income tax benefit and expense in the income statement. Previously, such amounts were recognized as an increase and decrease in additional paid-in capital. This aspect of the standard was adopted prospectively, and accordingly the provisions for income taxes for the years ended December 31, 2023, 2022 and 2021 includes nil , $ 0.6 million and $ 0.1 million of excess tax benefits, respectively, arising from share-based payments during the period. F- 25 The income tax effect of each type of temporary difference comprising the net deferred tax asset as of December 31, 2023 and 2022 is as follows: In thousands December 31, 2023 December 31, 2022 Deferred tax assets: Net operating losses $ 154,086 $ 136,862 Stock-based compensation 9,929 11,616 Tax credits 2,409 2,639 Capitalized R&D — 4,723 Lease liability 1,971 2,583 Other reserves and accrued liabilities 7,916 11,895 Gross deferred tax assets 176,311 170,318 Less: valuation allowance ( 171,793 ) ( 165,378 ) Total deferred tax assets 4,518 4,940 Deferred tax liabilities: Depreciation and amortization ( 3,050 ) ( 3,337 ) Lease asset ( 1,468 ) ( 1,603 ) Total deferred tax liabilities ( 4,518 ) ( 4,940 ) Net deferred tax assets $ — $ — The Company assesses whether it is more-likely-than-not that the Company will realize its deferred tax assets. The Company determined that it was more-likely-than-not that the Irish, U.S., Germany, and Israeli net operating losses and the related deferred tax assets would not be realized in future periods and a full valuation allowance has been provided for all periods. The following table reflects the activity in the valuation allowance for the years ended December 31, 2023 and 2022: In thousands 2023 2022 Beginning valuation allowance $ 165,378 $ 160,295 Increase as reflected in income tax expense 3,494 12,942 Foreign exchange 2,921 ( 7,859 ) Ending valuation allowance $ 171,793 $ 165,378 During 2023, the Company recorded adjustments to its deferred tax accounts related to the impact of foreign exchange rate changes and to reconcile the financial statement accounts to the amounts expected to result in future income and deductions under local law, primarily as it relates to Irish net operating losses and deferred taxes for stock compensation. These adjustments were fully offset with valuation allowances based on the Company’s position with respect to the realizability of its recorded deferred tax assets. The Company has combined U.S. and non-U.S. net operating loss carryforwards of $ 959.9 million, which do not expire. The total net operating loss carryforwards increased by approximately $ 125.6 million from the prior year primarily as a result of current year loss generated by the Company’s U.S. and non-U.S. subsidiaries, the impact of foreign exchange rate changes and adjustments to reconcile to the amount reported on the filed 2021 foreign tax returns. In addition, the Company has U.S. Federal tax credit carryforwards of $ 8.6 million and state tax credit carryforwards of $ 3.5 million. These amounts exclude the impact of any unrecognized tax benefits and valuation allowances. These carryforwards, which will expire between 2025 and 2043 , may be used to offset future taxable income, if any. As of December 31, 2023 , there are no earnings that have been retained indefinitely for reinvestment by foreign subsidiary; therefore, no provision has been made for income taxes that would be payable upon the distribution of such earnings or the recovery of the Company’s investment in its subsidiaries as the amount of the related unrecognized deferred income tax liability is zero . The Company's and its subsidiaries' income tax returns are periodically examined by various taxing authorities. The Company is currently under audit by the IRS for the Company’s 2018 U.S. income tax return and by the New York Department of Finance for the years 2018 and 2019. Although the outcome of tax audits is always uncertain and could result in significant cash tax payments, the Company does not believe the outcome of these audits will have a material adverse effect on the Company's consolidated financial position or results of operations. (11) Defined Contribution Plan The Company makes available a 401(k) plan for its U.S. employees. Under the 401(k) plan, employees may make contributions which are eligible for a discretionary percentage match, in cash, as defined in the 401(k) plan and determined by the Board of Directors. The F- 26 Company recognized $ 2.7 million, $ 1.7 million and $ 1.9 million of related compensation expense for the years ended December 31, 2023, 2022 and 2021 , respectively. (12) Revenue Recognition The Company sells VASCEPA principally to a limited number of major wholesalers, as well as selected regional wholesalers and specialty pharmacy providers in the United States and Europe, or collectively, its distributors or its customers, most of whom in turn resell VASCEPA to retail pharmacies for subsequent resale to patients and healthcare providers. Patients are required to have a prescription in order to purchase VASCEPA. In addition to distribution agreements with distributors, the Company enters into arrangements with health care providers and payors that provide for government-mandated and/or privately-negotiated rebates, chargebacks and discounts with respect to the purchase of the Company’s product. Revenues from product sales are recognized when the distributor obtains control of the Company’s product, which occurs at a point in time, typically upon delivery to the distributor. Payments from distributors are generally received 45 day s from the date of sale. The Company evaluates the creditworthiness of each of its distributors to determine whether revenues can be recognized upon delivery, subject to satisfaction of the other requirements, or whether recognition is required to be delayed until receipt of payment. The Company calculates gross product revenues generally based on the wholesale acquisition cost or list price that the Company charges its distributors for VASCEPA. Reserves for Variable Consideration Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from (a) trade allowances, such as invoice discounts for prompt pay and distributor fees, (b) estimated government and private payor rebates and chargebacks and discounts, such as Medicaid reimbursements, (c) reserves for expected product returns and (d) estimated costs of incentives that are offered within contracts between the Company and its distributors, health care providers, payors and other indirect customers relating to the Company’s sales of its product. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the distributor) or as a current liability (if the amount is payable to a party other than a distributor). Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. Trade Allowances: The Company generally provides invoice discounts on VASCEPA sales to its distributors for prompt payment and fees for distribution services, such as fees for certain data that distributors provide to the Company. The payment terms for sales to distributors in the U.S. and Europe generally include a 2 - 3 % discount for prompt payment while the fees for distribution services are based on contractual rates agreed with the respective distributors. Based on historical data, the Company expects its distributors to earn these discounts and fees and deducts the full amount of these discounts and fees from its gross product revenues and accounts receivable at the time such revenues are recognized. Rebates, Chargebacks and Discounts: The Company contracts with Medicaid, Medicare, other government agencies and various private organizations, or collectively, Third-party Payors, so that VASCEPA will be eligible for purchase by, or partial or full reimbursement from, such Third-party Payors. The Company estimates the rebates, chargebacks and discounts it will provide to Third-party Payors and deducts these estimated amounts from its gross product revenues at the time the revenues are recognized. The Company estimates these reserves based upon a range of possible outcomes that are probability-weighted for the estimated payor mix. These reserves are recorded in the same period the revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability, which is included in accrued expenses and other current liabilities on the consolidated balance sheets. For Medicare, the Company also estimates the number of patients in the prescription drug coverage gap for whom the Company will owe an additional liability under the Medicare Part D program. The Company estimates the rebates, chargebacks and discounts that it will provide to Third-party Payors based upon (i) the Company’s contracts with these Third-party Payors, (ii) the government-mandated discounts applicable to government-funded programs, (iii) information obtained from the Company’s distributors and (iv) information obtained from other third parties regarding the payor mix for VASCEPA. The Company’s liability for these rebates consists of invoices received for claims from prior quarters that have not been paid or for which an invoice has not yet been received, estimates of claims for the current quarter, and estimated future claims that will be made for product that has been F- 27 recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period. For the year ended December 31, 2023 , the Company recognized $ 15.1 million related to a change in estimate primarily for the Medicaid rebate provision as a result of a change in the percentage of business within the Medicaid segment, with a related reduction in net loss by $ 15.1 million in the year ended December 31, 2023. Excluding this change in estimate, net loss per share basic and diluted for the year ended December 31, 2023 would have been $( 0.18 ). Product Returns: The Company’s distributors have the right to return unopened unprescribed VASCEPA during the 18-month period beginning six months prior to the labeled expiration date and ending 12 months after the labeled expiration date. The expiration date for VASCEPA 1-gram and 0.5-gram size capsules is currently four years and three years , respectively, after being converted into capsule form, which is the last step in the manufacturing process for VASCEPA and generally occurs within a few months before VASCEPA is delivered to distributors. The Company estimates future product returns on sales of VASCEPA based on: (i) data provided to the Company by its distributors (including weekly reporting of distributors’ sales and inventory held by distributors that provided the Company with visibility into the distribution channel in order to determine what quantities were sold to retail pharmacies and other providers), (ii) information provided to the Company from retail pharmacies, (iii) data provided to the Company by a third-party data provider which collects and publishes prescription data, and other third parties, (iv) historical industry information regarding return rates for similar pharmaceutical products, (v) the estimated remaining shelf life of VASCEPA previously shipped and currently being shipped to distributors and (vi) contractual agreements intended to limit the amount of inventory maintained by the Company’s distributors. These reserves are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability which is included in Accrued expenses and other current liabilities on the consolidated balance sheets. Other Incentives: Other incentives that the Company offers to indirect customers include co-pay mitigation rebates provided by the Company to commercially insured patients who have coverage for VASCEPA and who reside in states that permit co-pay mitigation programs. The Company’s co-pay mitigation program is intended to reduce each participating patient’s portion of the financial responsibility for VASCEPA’s purchase price to a specified dollar amount. Based upon the terms of the program and information regarding programs provided for similar specialty pharmaceutical products, the Company estimates the average co-pay mitigation amounts and the percentage of patients that it expects to participate in the program in order to establish its accruals for co-pay mitigation rebates. These reserves are recorded in the same period the related revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability which is included in accrued expenses and other current liabilities on the consolidated balance sheets. The Company adjusts its accruals for co-pay mitigation rebates based on actual redemption activity and estimates regarding the portion of issued co-pay mitigation rebates that it estimates will be redeemed. The following tables summarize activity in each of the net product revenue allowance and reserve categories described above for the years ended December 31, 2023 and 2022: In thousands Trade Allowances Rebates, Chargebacks and Discounts Product Returns Other Incentives Total Balance as of January 1, 2022 $ 86,636 $ 184,756 $ 8,089 $ 2,745 $ 282,226 Provision related to current period sales 96,340 676,816 2,347 26,612 802,115 Provision related to prior period sales — 592 — — 592 Credits/payments made for current period sales ( 54,952 ) ( 548,783 ) — ( 24,671 ) ( 628,406 ) Credits/payments made for prior period sales ( 83,398 ) ( 177,288 ) ( 1,690 ) ( 2,630 ) ( 265,006 ) Balance as of December 31, 2022 44,626 136,093 8,746 2,056 191,521 Provision related to current period sales 90,806 726,119 2,199 16,561 835,685 Provision related to prior period sales ( 897 ) ( 16,337 ) ( 250 ) 106 ( 17,378 ) Credits/payments made for current period sales ( 71,972 ) ( 593,584 ) ( 1,744 ) ( 14,658 ) ( 681,958 ) Credits/payments made for prior period sales ( 43,729 ) ( 109,258 ) ( 1,219 ) ( 2,163 ) ( 156,369 ) Balance as of December 31, 2023 $ 18,834 $ 143,033 $ 7,732 $ 1,902 $ 171,501 Such net product revenue allowances and reserves are included within accrued expenses and other current liabilities within the consolidated balance sheets, with the exception of trade allowances and chargebacks, which are included within accounts receivable, net as discussed above. Licensing Revenue The Company enters into licensing agreements which are within the scope of Topic 606, under which it licenses certain rights to VASCEPA for uses that are currently commercialized and under development by the Company. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, up-front license fees; development, regulatory and commercial milestone payments; payments for manufacturing supply services the Company provides through its F- 28 contract manufacturers; and royalties on net sales of licensed products. Each of these payments results in licensing and royalty revenues. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. In determining performance obligations, management evaluates whether the license is distinct from the other performance obligations with the collaborative partner based on the consideration of the relevant facts and circumstances for each arrangement. Factors considered in the determination include the stage of development of the license delivered, research and development capabilities of the partner and the ability of partners to develop and commercialize VASCEPA independent of the Company. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. During the three months ended June 30, 2023, the Company adjusted the measure of performance and recognized an additional $ 5.0 million and $ 5.3 million of license revenue relating to Eddingpharm (Asia) Macao Commercial Offshore Limited, or Edding, and HLS Therapeutics Inc., or HLS, respectively. Excluding this change in estimate, net loss per share basic and diluted for the year ended December 31, 2023 would have been $( 0.17 ). Refer to Note 8—Development, Commercialization and Supply Agreements for further details. Milestone Payments: At the inception of each arrangement that includes development, regulatory and commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone as well as the level of effort and investment required. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development, regulatory and commercial milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect licensing revenues and earnings in the period of adjustment. The Company receives payments from its customers based on billing schedules established in each contract. Upfront payments and fees are recorded as deferred revenue upon receipt or when due, and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. (13) Development, Commercialization and Supply Agreements In-licenses Mochida Pharmaceutical Co., Ltd. In June 2018, the Company entered into a collaboration with Mochida related to the development and commercialization of drug products and indications based on the active pharmaceutical ingredient in VASCEPA, the omega-3 acid, EPA, or eicosapentaenoic acid. Among other terms in the agreement, the Company obtained an exclusive license to certain Mochida intellectual property to advance the Company’s interests in the U.S. and certain other territories and the parties will collaborate to research and develop new products and indications based on EPA for the Company’s commercialization in the U.S. and certain other territories. The potential new product and indication opportunities contemplated under this agreement are currently in early stages of development. F- 29 Upon closing of the collaboration agreement, the Company made a non-refundable, non-creditable up-front payment of approximately $ 2.7 million. In addition, the agreement provides for the Company to pay milestone payments upon the achievement of certain product development milestones and royalties on net sales of future products arising from the collaboration, if any. In January 2023, 2022 and 2021, the Company exercised certain rights under the agreement, resulting in payments of $ 1.0 million, in each of such periods, to Mochida, which was recorded as research and development expense in the consolidated statement of operations. Out-licenses Eddingpharm (Asia) Macao Commercial Offshore Limited In February 2015, the Company entered into a Development, Commercialization and Supply Agreement, or the DCS Agreement, with Edding related to the development and commercialization of VASCEPA in Mainland China, Hong Kong, Macau and Taiwan, or collectively, the China Territory. Under the terms of the DCS Agreement, the Company granted to Edding an exclusive (including as to the Company) license with the right to sublicense development and commercialization of VASCEPA in the China Territory for uses that are currently commercialized and under development by the Company based on the Company’s MARINE, ANCHOR and REDUCE-IT clinical trials of VASCEPA. Under the DCS Agreement, Edding is solely responsible for development and commercialization activities in the China Territory and associated expenses. The Company provides development assistance and is responsible for supplying finished and later bulk drug product at defined prices under negotiated terms. The Company retains all VASCEPA manufacturing rights. Edding agreed to certain restrictions regarding the commercialization of competitive products globally and the Company agreed to certain restrictions regarding the commercialization of competitive products in the China Territory. The Company and Edding agreed to form a joint development committee to oversee regulatory and development activities for VASCEPA in the China Territory in accordance with a negotiated development plan and formed a separate joint commercialization committee in advance of expected approval in the China Territory to oversee VASCEPA planning and pre-launch commercialization activities in the China Territory. Development costs are paid by Edding to the extent such costs are incurred in connection with the negotiated development plan or otherwise incurred by Edding. Edding is responsible for preparing and filing regulatory applications in all countries of the China Territory at Edding’s cost with the Company’s assistance. The DCS Agreement also contains customary provisions regarding indemnification, supply, record keeping, audit rights, reporting obligations, and representations and warranties that are customary for an arrangement of this type. The term of the DCS Agreement expires, on a product-by-product basis, upon the later of (i) the date on which such product is no longer covered by a valid claim under a licensed patent in the China Territory, or (ii) the 12th anniversary of the first commercial sale of such product in Mainland China. The DCS Agreement may be terminated by either party in the event of a bankruptcy of the other party and for material breach, subject to customary cure periods. In addition, at any time following the third anniversary of the first commercial sale of a product in Mainland China, Edding has the right to terminate the DCS Agreement for convenience with 12 months’ prior notice. Neither party may assign or transfer the DCS Agreement without the prior consent of the other party, provided that the Company may assign the DCS Agreement in the event of a change of control transaction. Upon closing of the DCS Agreement, the Company received a non-refundable $ 15.0 million upfront payment. In March 2016, Edding submitted its clinical trial application, or CTA, with respect to the MARINE indication for VASCEPA to the Chinese regulatory authority. Following the CTA submission, the Company received a non-refundable $ 1.0 million milestone payment. In March 2017, the CTA was approved by the Chinese regulatory authority, and, in December 2017, Edding commenced a pivotal clinical trial aimed to support the regulatory approval of the first indication of VASCEPA in a patient population with severe hypertriglyceridemia in Mainland China. In November 2020, the Company announced statistically significant topline results from the Phase 3 clinical trial of VASCEPA conducted by Edding, which was used to seek regulatory approval in Mainland China. The Company received approval of VASCEPA under the REDUCE-IT indication in Hong Kong in February 2022 and under the MARINE indication in Mainland China in the second quarter of 2023. Following approval of VASCEPA in Mainland China under the MARINE indication, the Company received a non-refundable $ 5.0 million milestone payment. In October 2023, Edding submitted its CTA with respect to the REDUCE-IT indication for VASCEPA to the Chinese regulatory authority. Following the CTA submission, the Company recognized a non-refundable $ 3.0 million milestone. In addition to the non-refundable, upfront and regulatory milestone payments described above, the Company is entitled to receive certain regulatory and sales-based milestone payments of up to an additional $ 145.0 million as well as tiered double-digit percentage royalties on net sales of VASCEPA in the China Territory escalating to the high teens. The regulatory milestone events relate to the submission and approval of certain applications to the applicable regulatory authority, such as a clinical trial application, clinical trial exemption, or import drug license application. The amounts to be received upon achievement of the regulatory milestone events relate to the submission and approval for three indications, and range from $ 2.0 million to $ 15.0 million for a total of $ 25.0 million. As of F- 30 December 31, 2023 the Company has recognized $ 9.0 million relating to milestone achievements. Achievement of regulatory approval for a third indication is not probable. The achievement of sales-based milestone events occur when annual aggregate net sales of VASCEPA in the territory equals or exceeds certain specified thresholds, and range from $ 5.0 million to $ 50.0 million for a total of $ 120.0 million. Each such milestone payment shall be payable only once regardless of how many times the sales milestone event is achieved. Each such milestone payment is non-refundable and non-creditable against any other milestone payments. The Company assessed this arrangement in accordance with Topic 606 and concluded that the contract counterparty, Edding, is a customer. The Company identified the following performance obligations at the inception of the DCS Agreement: (1) the exclusive license to develop and commercialize VASCEPA in the China Territory for uses that are currently commercialized and under development by the Company, (2) the obligation to participate in various steering committees, and (3) ongoing development and regulatory assistance. Based on the analysis performed, the Company concluded that the identified performance obligations are not distinct and therefore a combined performance obligation. The transaction price includes the $ 15.0 million upfront consideration received, the $ 1.0 million milestone payment received related to the successful submission of the CTA for the MARINE indication, the $ 5.0 million milestone payment received related to the approval of VASCEPA under the MARINE indication and the $ 3.0 million milestone payment related to the submission of the CTA for the REDUCE-IT indication. None of the other clinical or regulatory milestones has been included in the transaction price, as all milestone amounts are fully constrained. As part of its evaluation of the constraint, the Company considered numerous factors, including that receipt of the milestones is outside the control of the Company and contingent upon success in future clinical trials and the licensee’s efforts. Any consideration related to sales-based milestones including royalties, will be recognized when the related sales occur and therefore have also been excluded from the transaction price. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. During the second quarter of 2023, Edding received regulatory approval in China under the MARINE indication and pursuit of additional indications outside of the REDUCE-IT indication is not probable. As a result, the Company reevaluated the performance period and determined that completion of the remaining performance obligations was estimated to be by the end of December 2025. The effect of this change in estimate from the previously received upfront payment and prior year milestone payments was an increase of $ 5.0 million in licensing revenue and a related reduction in net loss by $ 5.0 million for the year ended December 31, 2023 . In addition, the Company recognized $ 3.9 million related to the milestone payment received in the second quarter for the MARINE indication approval and the remaining $ 1.1 million will be recognized over the remaining performance period through December 2025. The change in estimate resulted in the remaining performance period decreasing from 11 years to three years for recognizing the remaining deferred revenue. During the years ended December 31, 2023 and 2022, the Company recognized $ 12.9 million and $ 0.6 million, respectively, as licensing revenue related to the upfront and milestone payments received in connection with the Edding agreement. From contract inception through December 31, 2023 and 2022, the Company recognized $ 20.6 million and $ 7.7 million, respectively, as licensing revenue under the DCS Agreement concurrent with the input measure of support hours provided by the Company to Edding in achieving the combined development and regulatory performance obligation, which in the Company’s judgment is the best measure of progress towards satisfying this performance obligation. The remaining transaction price of $ 4.4 million and $ 9.3 million is recorded in deferred revenue as of December 31, 2023 and 2022, respectively, on the consolidated balance sheets and as of December 31, 2023 will be recognized as revenue over the remaining period of two years . The Company recognized net product revenue of $ 1.8 million and $ 0.2 million for the years ended December 31, 2023 and 2022, respectively, related to sales to Edding. Biologix FZCo In March 2016, the Company entered into an agreement with Biologix FZCo, or Biologix, a company incorporated under the laws of the United Arab Emirates, to register and commercialize VASCEPA in several Middle Eastern and North African countries. Under the terms of the distribution agreement, the Company granted to Biologix a non-exclusive license to use its trademarks in connection with the importation, distribution, promotion, marketing and sale of VASCEPA in the Middle East and North Africa territory. Upon closing of the agreement, the Company received a non-refundable upfront payment, which will be recognized as revenue over 10 years commencing upon first marketing approval of VASCEPA in the territory. The Company is entitled to receive all payments based on total product sales and pays Biologix a service fee in exchange for its services, whereby the service fee represents a percentage of gross selling price which is subject to a minimum floor price. F- 31 The Company received approval of VASCEPA under the MARINE and REDUCE-IT indications in the following countries: Country MARINE REDUCE-IT Launch Date Lebanon March 2018 August 2021 June 2018 United Arab Emirates July 2018 October 2021 February 2019 Qatar December 2019 April 2021 N/A Bahrain April 2021 April 2022 N/A Kuwait December 2021 March 2023 September 2023 Saudi Arabia March 2022 June 2023 September 2023 The Company recognized net product revenue of approximately $ 3.4 million and $ 1.0 million as of December 31, 2023 and 2022, respectively, related to sales to Biologix. HLS Therapeutics, Inc. In September 2017, the Company entered into an agreement with HLS, a company incorporated under the laws of Canada, to register, commercialize and distribute VASCEPA in Canada. Under the agreement, HLS is responsible for regulatory and commercialization activities and associated costs. The Company is responsible for providing assistance towards local filings, supplying finished product under negotiated supply terms, maintaining intellectual property, and continuing the development and funding of REDUCE-IT related activities. Upon closing of the agreement, the Company received one-half of a non-refundable $ 5.0 million upfront payment, and received the remaining half on the six-month anniversary of the closing. Following achievement of the REDUCE-IT trial primary endpoint, which was announced in September 2018, the Company received a non-refundable $ 2.5 million milestone payment. Following approval from Health Canada in December 2019, the Company received a non-refundable milestone payment of $ 2.5 million in February 2020. In addition, in January 2020, HLS obtained regulatory exclusivity from the Office of Patented Medicines and Liaison, or OPML, as a result the Company received a non-refundable $ 3.8 million milestone payment. In addition to the non-refundable, upfront and regulatory milestone payments just described, the Company is entitled to receive certain sales-based milestone payments of up to an additional $ 50.0 million, as well as tiered double-digit royalties on net sales of VASCEPA in Canada. The Company assessed this arrangement in accordance with Topic 606 and concluded that the contract counterparty, HLS, is a customer. The Company identified the following performance obligations at the inception of the contract: (1) license to HLS to develop, register, and commercialize VASCEPA in Canada; (2) support general development and regulatory activities; and (3) participate in various steering committees. Based on the analysis performed, the Company concluded that the identified performance obligations in the agreement are not distinct and therefore a combined performance obligation. The transaction price includes the $ 5.0 million upfront consideration, the $ 2.5 million milestone related to the achievement of the REDUCE-IT trial primary endpoint, the $ 2.5 million milestone related to obtaining approval from Health Canada and $ 3.8 million milestone related to obtaining regulatory exclusivity from the OPML. Any consideration related to sales-based milestones (including royalties) will be recognized when the related sales occur and therefore have also been excluded from the transaction price. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. During the second quarter of 2023, the Company concluded support for regulatory activities and pursuit of additional indications was deemed to be not probable. As a result, the Company reevaluated the performance period and determined that all remaining performance obligations were satisfied as of June 30, 2023, resulting in a decrease of the previous performance period of eight years . The effect of this change in estimate was the remaining transaction price of $ 5.3 million being recognized in licensing revenue and a related reduction in net loss by $ 5.3 million during the year ended December 31, 2023 from the previously received upfront payment and prior year milestone payments. During the years ended December 31, 2023 and 2022, the Company recognized $ 5.6 million and $ 0.7 million, respectively, as licensing revenue related to upfront and milestone payments received in connection with the HLS agreement. From the contract’s inception through December 31, 2023 and 2022, the Company has recognized $ 13.7 million and $ 8.2 million, respectively. Licensing revenue is recognized under the agreement concurrent with the input measure of support hours provided by Amarin to HLS in achieving this performance obligation, which in the Company’s judgment is the best measure of progress towards satisfying the combined development and regulatory performance obligation. As of December 31, 2022 the remaining transaction price of $ 5.6 million is recorded in deferred revenue on the consolidated balance sheets. The Company fully recognized the transaction price as of December 31, 2023. The Company recognized net product revenue of $ 3.1 million and $ 2.9 million for the years ended December 31, 2023 and 2022, respectively, related to sales to HLS. F- 32 CSL Seqirus In February 2023, the Company entered into an agreement with CSL Seqirus, or CSL, to secure pricing and reimbursement, commercialize and distribute VAZKEPA in Australia and New Zealand. The Company received an upfront payment of $ 0.5 million which was fully recognized during the first quarter of 2023. In addition to the upfront payment, the Company will be eligible to receive event-related milestone payments of approximately $ 8.0 million and additional product-related milestone payments of approximately $ 4.0 million. The Company will be responsible for supplying finished product to CSL Seqirus at a price that is the greater of (i) a fixed transfer price, or (ii) a fixed percentage of the net selling price, as defined in the CSL agreement. The Company assessed this arrangement in accordance with Topic 606 and concluded that the contract counterparty, CSL, is a customer. The Company identified the following distinct performance obligations at the inception of the contract: an exclusive license to use its trademarks in connection with the importation, distribution, promotion, marketing and sale of VASCEPA in the Australia and New Zealand territories. The transaction price includes the $ 0.5 million upfront consideration. Any consideration related to event-based or product-based milestones will be recognized when the related milestone events occur and therefore have also been excluded from the transaction price. The Company will reevaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. During the year ended December 31, 2023 , the Company recognized $ 0.5 million as licensing revenue related to the upfront payment received in connection with the CSL agreement (none in 2022). Lotus Pharmaceuticals In July 2023, the Company entered into a distribution agreement with Lotus Pharmaceuticals, or Lotus, to commercialize and distribute VAZKEPA in South Korea and nine countries in Southeast Asia. The Company received an up-front payment of $ 0.3 million and is eligible to receive event-related and product-related milestone payments. The Company will be responsible for supplying finished product to Lotus at a pre-defined supply price. The Company assessed this arrangement in accordance with Topic 606 and concluded that the contract counterparty, Lotus, is a customer. The Company identified the following distinct performance obligations at the inception of the contract: an exclusive license to use its trademarks in connection with the importation, distribution, promotion, marketing and sale of VASCEPA in the South Korea and Southeast Asian territories. The transaction price includes the $ 0.3 million upfront consideration. Any consideration related to event-based or product-based milestones will be recognized when the related milestone events occur and therefore have also been excluded from the transaction price. The Company will reevaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. During the year ended December 31, 2023 , the Company recognized $ 0.3 million as licensing revenue related to the upfront payment received in connection with the Lotus agreement (none in 2022). The following table presents changes in the balances of the Company’s contract assets and liabilities for years ended December 31, 2023 and 2022: In thousands Balance at Beginning of Period Additions Deductions Balance at End of Period Year ended December 31, 2023: Contract assets $ — $ — $ — $ — Contract liabilities: Deferred revenue $ 15,346 $ 8,090 $ ( 18,586 ) $ 4,850 Year ended December 31, 2022: Contract assets $ — $ — $ — $ — Contract liabilities: Deferred revenue $ 16,709 $ 6 $ ( 1,369 ) $ 15,346 F- 33 During the years ended December 31, 2023 and 2022, the Company recognized the following revenues as a result of changes in the contract asset and contract liability balances in the respective periods: In thousands Twelve Months Ended December 31, Revenue recognized in the period from: 2023 2022 Amounts included in contract liability at the beginning of the period $ 1,892 $ 1,366 Performance obligations satisfied in previous periods $ 16,182 $ 2 (15) Leases Lessee The Company leases office space under operating leases. The lease liability is initially measured at the present value of the lease payments to be made over the lease term. Lease payments are comprised of the fixed and variable payments to be made by the Company to the lessor during the lease term minus any incentives or rebates or abatements receivable by the Company from the lessor or the owner. Payments for non-lease components do not form part of lease payments. The lease term includes renewal options only if these options are specified in the lease agreement and if failure to exercise the renewal option imposes a significant economic penalty for the Company. As there are no significant economic penalties, renewal cannot be reasonably assured and the lease terms for the office space do not include any renewal options. The Company has not entered into any leases with related parties. The Company accounts for short-term leases (i.e., lease term of 12 months or less) by making the short-term lease policy election and will not apply the recognition and measurement requirements of ASC 842. The Company has determined that the rate implicit in the lease is not determinable and the Company does not have borrowings with similar terms and collateral. Therefore, the Company considered a variety of factors, including the Company’s credit rating, observable debt yields from comparable companies with a similar credit profile and the volatility in the debt market for securities with similar terms, in determining that 11.5 % was reasonable to use as the incremental borrowing rate for purposes of the calculation of lease liabilities and a change of 1 % would not result in a material change to the Company’s consolidated financial statements. On February 5, 2019, the Company entered into a lease agreement for new office space in Bridgewater, New Jersey, or the Lease. The Lease commenced on August 15, 2019 , or the Commencement Date, for an 11 -year period, with two five-year renewal options. Subject to the terms of the Lease, Amarin will have a one-time option to terminate the agreement effective on the first day of the 97 th month after the Commencement Date upon advance written notice and a termination payment specified in the Lease. Under the Lease, the Company paid monthly rent of approximately $ 0.1 million for the first year following the Commencement Date, and such rent increases by a nominal percentage every year following the first anniversary of the Commencement Date. In addition, Amarin receives certain abatements subject to the limitations in the Lease. On November 17, 2021, the Company entered into a lease agreement for new office space in Zug Switzerland, or the Zug Lease. The Zug Lease commenced on February 1, 2022 , or the Zug Commencement Date, for a five-year period, with one five-year renewal option. Under the Zug Lease, the Company will pay annual rent of approximately $ 0.2 million for the first year following the Zug Commencement Date, and such rent increases by a nominal percentage every year following the first anniversary of the Zug Commencement Date. On September 13, 2022, the Company entered into a lease agreement for new office space in Dublin, Ireland, or the Dublin Lease. The Dublin Lease commenced on October 1, 2022 , or the Dublin Commencement Date, for a two-year period. Under the Dublin Lease, the Company will pay annual rent of approximately $ 0.4 million during the duration of the lease term. In addition to the real estate leases, the Company continually enters into leases agreements for various vehicles with terms ranging from month to month up to 36 months . F- 34 The operating lease liability is $ 10.6 million and $ 11.6 million and the operating lease right-of-use asset is $ 8.3 million and $ 9.1 million, as of December 31, 2023 and 2022, respectively. The lease expense for the years ended December 31, 2023, 2022 and 2021 is approximately $ 3.2 million, $ 2.8 million and $ 2.2 million, respectively. The table below depicts a maturity analysis of the Company’s undiscounted payments for its operating lease liabilities and their reconciliation with the carrying amount of lease liability presented in the statement of financial position as of December 31, 2023: Undiscounted lease payments ($000s) 2024 $ 2,967 2025 2,292 2026 2,181 2027 1,964 2028 1,978 2029 and thereafter 3,273 Total undiscounted payments $ 14,655 Discount Adjustments $ ( 4,048 ) Current operating lease liability 1,870 Long-term operating lease liability $ 8,737 Lessor The Company classifies contractual lease arrangements entered as a lessor as a sales-type, direct financing or operating lease as described in ASC 842. For sales-type leases, the Company derecognizes the leased asset and recognizes the lease investment on the balance sheet. On January 20, 2023, the Company entered into a sublease agreement for 50,000 -square feet of the 67,747 -square foot New Jersey Lease and included within the sublease are furniture, fixtures and equipment, collectively the Sublease. The Sublease commenced on February 1, 2023 , or the Sublease Commencement Date, for a 7.5 -year period. Under the Sublease, the Company will be paid monthly rent of approximately $ 0.1 million for the first year following the Sublease Commencement Date, and such rent increases by a nominal percentage every year following the first anniversary of the Sublease Commencement Date. In addition, Amarin will provide certain abatements subject to the limitations in the Lease. The components of lease income are as follows: For the Year Ended December 31, 2023 Interest income from sales-type leases $ 61 Operating lease income 912 Loss recognized at commencement date of sales type lease ( 61 ) Total $ 912 Future minimum sales type lease and operating lease receivables as of December 31, 2023 are as follows: Sales-Type Leases Operating Leases 2024 $ 117 $ 1,006 2025 119 1,029 2026 122 1,051 2027 125 1,073 2028 127 1,096 2029 and thereafter 218 1,878 Total $ 828 $ 7,133 F- 35