AGREEMENT
Exhibit 10.8
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”.
A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE
SECURITIES ACT OF 1933.
AGREEMENT
WHEREAS, Anthera Pharmaceuticals, Inc., a Delaware corporation having its principal place of
business at 00000 Xxxxxxxxxx Xxxx., Xxxxx X, Xxxxxxx, Xxxxxxxxxx 00000, X.X.X. (the “Company”),
Shionogi & Co., Ltd., with a place of business at 0-0, Xxxxxxxxxx 0-xxxxx, Xxxx-xx, Xxxxx, Xxxxx
(“Shionogi”) and Xxx Xxxxx and Company, an Indiana corporation having its principal place of
business at Lilly Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, X.X.X. (“Lilly”) entered into that
certain License Agreement dated July 31, 2006 (the “License Agreement”);
WHEREAS, Article 3, Section 3(a) of the Agreement provides for a Milestone Payment by the Company
to Shionogi and Xxx Xxxxx of $3,000,000 upon the initiation of the first Phase 3 clinical trial of
each Licensed Product in an Oral Formulation, fifty percent (50%) or US$1,500,000 of which is payable to Lilly (the
“Phase 3 Milestone Payment”);
WHEREAS the Company and Lilly desire to (i) extend the date on which the Phase 3 Milestone Payment
associated with the commencement of Phase 3 clinical trials of varespladib methyl (“A-002”) is due
to Lilly and (ii) increase the amount of the payment in consideration for such extension;
NOW, THEREFORE, in consideration for the premises and for other good and lawful consideration,
receipt of which is hereby acknowledged, the parties agree as follows.
1. Terms. Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the License Agreement.
2. Agreement. Each of the Company and Lilly agree that (i) the Phase 3 Milestone Payment
associated with the commencement of a Phase 3 clinical trial of A-002 shall be due to Lilly on the
Payment Date; and (ii) the amount of such Milestone Payment payable to Lilly shall be increased
from $1,500,000 to $1,750,000. For the purposes of this Agreement, “Payment Date” shall mean the
earliest to occur of (i) twelve (12) months from the commencement the first Phase 3 clinical trial
of A-002; (ii) [***]; (iii) [***]; (iv) [***]; (v) [***], or (vi) [***].
2. Counterparts; Facsimiles. This Agreement may be executed in one or more counterparts, each
of which shall be an original and all of which shall constitute together the same document. For
purposes of this Agreement and any other document required to be delivered pursuant to this
Agreement, facsimiles of signatures shall be deemed to be original signatures. In addition, if any
of the parties sign facsimile copies of this Agreement, such copies shall be deemed originals.
3. Further Acts. Each party agrees to execute, acknowledge and deliver such further
instruments, and to do all such other acts, as may be necessary or appropriate in order to carry
out the purposes and intent of this Agreement.
4. Other terms and Conditions. All other remaining terms and conditions of the License
Agreement (which relates to Lilly and Anthera) are unchanged and remain in full force and effect.
[signature page follows.]
In witness whereof, the parties have caused this Agreement to be executed by their duly
authorized officers as of the date set forth below.
| Anthera Pharmaceuticals, Inc. | Xxx Xxxxx and Company Incorporated | |||||||||
By:
|
/s/ Xxxx Xxxxx | By: | /s/ Xxxx Xxxxxxx | |||||||
Name:
|
Xxxx Xxxxx | Name: | Xxxx Xxxxxxx | |||||||
Title:
|
President & Chief Executive Officer | Title: | Sr. Vice President | |||||||
Date:
|
September 14, 2009 | Date: | September 15, 2009 | |||||||
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