License AgreementLicense Agreement • January 29th, 2010 • Anthera Pharmaceuticals Inc • Pharmaceutical preparations • California
Anthera shall pay the following [***] milestone payments to Amgen upon the first occurrence thereof. In the event Amgen reasonably believes that a milestone payment set forth below is due, Amgen shall notify Anthera thereof and Anthera shall promptly pay such milestone payment to Amgen within [***] of such notification from Amgen. At Amgen’s request, Anthera shall cooperate with Amgen to secure an agreement from the Third Party licensor to allow establishment of a direct obligation between Anthera and the Third Party licensor to pay the Third Party Milestones, provided, however, that Anthera shall not be required to agree to terms materially more onerous or expensive than those set forth in this Exhibit G.
FORM OF WARRANTAnthera Pharmaceuticals Inc • January 29th, 2010 • Pharmaceutical preparations • California
THIS CERTIFIES THAT and its registered assigns (hereinafter called the “Holder”) is entitled to purchase from Anthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), at any time from and after , 2010 (the “Warrant Issuance Date”) until 5:00 p.m. Pacific Time on the Expiration Date (as such term is defined in Section 1 hereof), up to the number of fully paid and nonassessable Equity Securities (as such are defined in the Purchase Agreement) of the Company described in Section 2.3(i) of that certain Note Purchase Agreement, dated as of December 11, 2009, by and among the Company and the persons or entities listed on the Schedule of Purchasers attached thereto (the “Purchase Agreement”) (the “Warrant Shares,” as such number and nature of Warrant Shares is further set forth in Section 1 hereof and such number of Warrant Shares may be adjusted pursuant to Section 4 hereof). The exercise price per share of this Warrant (the “Exercise Price”) shall be as described in Section 1
ANTHERA PHARMACEUTICALS, INC. NOTE PURCHASE AGREEMENT DECEMBER 11, 2009Note Purchase Agreement • January 29th, 2010 • Anthera Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made as of December 11, 2009, by and among ANTHERA PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and the persons and entities (each individually a “Purchaser,” and collectively the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in Section 1 below.
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT AND ESCROW AGREEMENTStock Purchase Agreement and Escrow Agreement • January 29th, 2010 • Anthera Pharmaceuticals Inc • Pharmaceutical preparations • California
This Amendment No. 2 (the “Amendment”) to (i) the Stock Purchase Agreement, dated as of September 25, 2009 (as amended to date, the “Purchase Agreement”), by and among Anthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A thereto (the “Investors”), and (ii) the Escrow Agreement, dated as of September 25, 2009 (as amended to date, the “Escrow Agreement”), by and among the Company, the Investors and Fremont Bank (the “Escrow Agent”), each as amended by that certain Amendment No. 1 to Stock Purchase Agreement and Escrow Agreement dated as of November 3, 2009, is made as of December 11, 2009 by and among the Company, the Investors and the Escrow Agent. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
ANTHERA PHARMACEUTICALS, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT JULY 17, 2009Investor Rights Agreement • January 29th, 2010 • Anthera Pharmaceuticals Inc • Pharmaceutical preparations • California
This Second Amended and Restated Investor Rights Agreement (the “Agreement”) is made and entered into as of July 17, 2009, by and among Anthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”
AGREEMENTAgreement • January 29th, 2010 • Anthera Pharmaceuticals Inc • Pharmaceutical preparations
WHEREAS, Anthera Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 25801 Industrial Blvd., Suite B, Hayward, California 94545, U.S.A. (the “Company”), Shionogi & Co., Ltd., with a place of business at 1-8, Doshomachi 3-chome, Chuo-ku, Osaka, Japan (“Shionogi”) and Eli Lilly and Company, an Indiana corporation having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Eli Lilly”) entered into the License Agreement dated July 31, 2006 concerning pharmaceutical products that inhibit phospholipase (the “License Agreement”);
