LICENSE AGREEMENTLicense Agreement • September 15th, 2009 • Anthera Pharmaceuticals Inc • New York
This License Agreement (the “Agreement”) dated as of July 31, 2006 (the “Execution Date”), is entered into by and among Anthera Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at 6160 Stoneridge Mall Road, Suite 330, Pleasanton, California 94588, U.S.A. (“Anthera”), 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. (“Lilly”). Each of Anthera, Shionogi, and Lilly are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AGREEMENTLicense Agreement • September 15th, 2009 • Anthera Pharmaceuticals Inc
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. (“Lilly”) entered into that certain License Agreement dated July 31, 2006 (the “License Agreement”);
AGREEMENTLicense Agreement • September 15th, 2009 • Anthera Pharmaceuticals Inc
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. (“Lilly”) entered into the License Agreement dated July 31, 2006 concerning pharmaceutical products that inhibit phospholipase (the “License Agreement”);
ANTHERA PHARMACEUTICALS, INC. [AMENDED AND RESTATED]1 INDEMNIFICATION AGREEMENTIndemnification Agreement • September 15th, 2009 • Anthera Pharmaceuticals Inc • Delaware
This [Amended and Restated] Indemnification Agreement (this “Agreement”) is entered into by and among Anthera Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the indemnitee[s] listed on the signature page hereto (individually [and collectively referred to herein] as “Indemnitee”) as of ___, 200_.
ANTHERA PHARMACEUTICALS, INC. FORM OF STOCK PURCHASE WARRANTStock Purchase Warrant • September 15th, 2009 • Anthera Pharmaceuticals Inc • California
THIS CERTIFIES THAT, [HOLDER] 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 _________, 2009 (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 3 of that certain Note and Warrant Purchase Agreement, dated as of July 17, 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 d
License AgreementLicense Agreement • September 15th, 2009 • Anthera Pharmaceuticals Inc • 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.
SUBLEASE Mount Eden Business Park Hayward, CaliforniaSublease • September 15th, 2009 • Anthera Pharmaceuticals Inc
THIS SUBLEASE (this “Sublease”), dated for reference purposes only, August 1, 2008, is made by and between Guava Technologies, (“Sublandlord”), a Delaware Corporation and Anthera Pharmaceuticals, a Delaware corporation (“Subtenant”).
CONSENT TO SUBLEASEConsent to Sublease • September 15th, 2009 • Anthera Pharmaceuticals Inc • California
THIS CONSENT TO SUBLEASE (“Consent”) is made as of this 12th day of September, 2008, by and among NewTower Trust Company Multi-Employer Property Trust, a collective investment fund operating under 12 C.F.R. Section 9.18 (“Landlord”), Guava Technologies, Inc., a Delaware corporation (“Tenant”) and Anthera Pharmaceuticals, a Delaware corporation (“Subtenant”).
ANTHERA PHARMACEUTICALS, INC. NOTE AND WARRANT PURCHASE AGREEMENT JULY 17, 2009Note and Warrant Purchase Agreement • September 15th, 2009 • Anthera Pharmaceuticals Inc • California
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of July 17, 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.
