LICENSE AGREEMENTLicense Agreement • November 16th, 2009 • Anthera Pharmaceuticals Inc • Pharmaceutical preparations • 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”.
License AgreementLicense Agreement • November 16th, 2009 • 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.
AGREEMENTLicense Agreement • November 16th, 2009 • 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. (“Lilly”) entered into that certain License Agreement dated July 31, 2006 (the “License Agreement”);
AGREEMENTLicense Agreement • November 16th, 2009 • 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. (“Lilly”) entered into the License Agreement dated July 31, 2006 concerning pharmaceutical products that inhibit phospholipase (the “License Agreement”);
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT AND ESCROW AGREEMENTStock Purchase Agreement • November 16th, 2009 • Anthera Pharmaceuticals Inc • Pharmaceutical preparations • California
This Amendment No. 1 (the “Amendment”) to (i) the Stock Purchase Agreement, dated as of September 25, 2009 (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 (the “Escrow Agreement”), by and among the Company, the Investors and Fremont Bank (the “Escrow Agent”), is made as of November 3, 2009 by and among the Company, the Investors, the Escrow Agent and Shionogi & Co., Ltd. (“Shionogi”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.
