8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 28, 2006

MULTICELL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-16354	52-1412493
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 George Washington Highway

Lincoln, Rhode Island 02865

(Address of principal executive offices, including zip code)

(401) 333-0610

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 28, 2006, Multicell Technologies, Inc. (the “Company”) entered into a letter agreement with Amarin Neuroscience Limited (“Amarin”) pursuant to which the parties agreed to extend the deadline for the Company to make a payment under Section 3.2(a) of that certain Worldwide Exclusive License Agreement dated December 31, 2005 between the Company and Amarin. The deadline for making the payment due to Amarin on May 31, 2006 pursuant to Section 3.2(a) was extended.

The Company has previously applied for and been granted confidential treatment of the amount of such payment due on May 31, 2006.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
10.1	Letter Agreement between Amarin and the Company dated June 28, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MULTICELL TECHNOLOGIES, INC.
By:	/s/ Gerard A. Wills
	Gerard A. Wills Senior Vice President, Finance and Chief Financial Officer

Date: July 5, 2006

EX-10.1

Exhibit 10.1

June 27th 2006

Multicell Technologies, Inc.

701 George Washington Highway

Lincoln

RI 02865

USA

Dear Sirs,

Worldwide Exclusive License Agreement dated December 31^st 2005 made between Multicell Technologies, Inc. (“Multicell”) and Amarin Neuroscience Limited (“Amarin”) (the “Agreement”)

We refer to the discussions last month between Multicell and Amarin relating to the payment of the sum of $[Redacted] (the “Sum”) payable by Multicell to Amarin pursuant to Section 3.2(a) of the Agreement.

As per your proposal and our further discussions, it is agreed that the payment terms for the Sum shall be revised to payment by instalment (“Instalment(s)”) as follows;

• $[Redacted] due on the later of (i) July 10^th 2006; or (ii) 10 business days after the closing of a financing (either debt or equity) of Multicell (a “Financing”); and

• $[Redacted] due within 30 days after the registration statement for an equity line for Multicell goes effective;

• $[Redacted] due on October 31^st 2006.

Notwithstanding the above, the Sum or any outstanding Instalment, shall in any event be due and payable in full by October 31^st 2006.

In the event, Multicell raise finance in excess of $[Redacted] in a Financing (other than bridging finance or equity line credit), all outstanding payments are immediately payable.

In the event that Multicell defaults in paying any of the Sum and/or the Instalments and notwithstanding Section 9.2(a) of the Agreement, Amarin shall, at its option, thereafter be at liberty to terminate the Agreement on the giving of seven (7) days prior written notice to Multicell at any time.

For the avoidance of doubt Multicell shall have no cure period in respect of the non payment of the above Sum and/or the Instalments by the due date.

Amarin Neuroscience Ltd   ·  Kings Park House    ·  Laurelhill Business Park   ·  Polmaise Road   ·  Stirling FK7 9JQ   ·  UK

Tel: +44 (0)1786 476000   ·  Fax: +44 (0)1786 473137   ·  Email: admin@amarin-neuro.com   ·  www.amarin-neuro.com

Registered In Scotland No. 179838

Registered Office: Kings Park House   ·  Laurelhill Business Park   ·  Polmaise Road   ·  Stirling FK7 9JQ   ·  UK

In the event that this letter agreement is not counter signed by Multicell and returned to Amarin on or before 30th June 2006 then this letter agreement shall be null and void.

Save as set out above the parties’ respective rights and obligations under the Agreement shall remain unaffected.

Yours faithfully,

Duly authorised, for and on behalf of

Amarin Neuroscience Limited

Amendment terms agreed

Duly authorised, for and on behalf of

Multicell Technologies, Inc.

                     Date