EX-4.15





 Exhibit 4.15 

THIRD SUPPLEMENTAL INDENTURE 

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of
November 15, 2018, among Horizon Medicines LLC, a Delaware limited liability company (the “Guaranteeing Entity”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the
“Trustee”). 
 W I T N E S S E T H 

WHEREAS, Horizon Pharma, Inc., a Delaware corporation (the “Prior Issuer”), and Horizon Pharma USA, Inc., a Delaware
corporation (the “Company”), have heretofore executed and delivered to the Trustee an indenture (the “Initial Indenture”), dated as of October 25, 2016, providing for the issuance of 8.750% Senior Notes due
2024 (the “Notes”); 
 WHEREAS, on October 23, 2017, Horizon Pharma Tepro, Inc. executed and delivered to the Trustee
a first supplemental indenture to the Initial Indenture (the “First Supplemental Indenture”); 
 WHEREAS, on
October 19, 2018, Horizon Pharma Services LLC executed and delivered to the Trustee a second supplemental indenture to the Initial Indenture (the “Second Supplemental Indenture” and the Initial Indenture, as supplemented by the
First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”); 
 WHEREAS, on October 31, 2018,
the Prior Issuer merged with and into the Company, with the Company being the surviving entity of such merger and the Prior Issuer ceasing to exist; 

WHEREAS, Section 4.18 and Section 10.03 of the Indenture provides that under certain circumstances the Guaranteeing Entity shall
execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Entity shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth
herein (the “Note Guarantee”); and 
 WHEREAS, pursuant to Section 9.01(j) of the Indenture, the Trustee and the
Guaranteeing Entity are authorized to execute and deliver this Third Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties to this Third Supplemental Indenture mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as
follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings
assigned to them in the Indenture. 
 2. AGREEMENT TO GUARANTEE. The Guaranteeing Entity hereby
agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof. 

3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities
under the federal securities laws. 












 4. NEW YORK LAW TO GOVERN; WAIVER OF JURY TRIAL. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE COMPANY AND EACH OF THE GUARANTORS CONSENTS AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE OR U.S. FEDERAL COURT LOCATED IN THE BOROUGH OF
MANHATTAN, CITY OF NEW YORK, COUNTY OF NEW YORK, STATE OF NEW YORK IN RELATION TO ANY LEGAL ACTION OR PROCEEDING (I) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS INDENTURE, AS SUPPLEMENTED, THE NOTES, THE GUARANTEES AND ANY RELATED
DOCUMENTS AND/OR (II) ARISING UNDER ANY U.S. FEDERAL OR U.S. STATE SECURITIES LAWS IN RESPECT OF THE NOTES, THE GUARANTEES AND ANY SECURITIES ISSUED PURSUANT TO THE TERMS OF THE INDENTURE, AS SUPPLEMENTED. THE COMPANY AND EACH OF THE GUARANTORS
WAIVES ANY OBJECTION TO PROCEEDINGS IN ANY SUCH COURTS, WHETHER ON THE GROUND OF VENUE OR ON THE GROUND THAT THE PROCEEDINGS HAVE BEEN BROUGHT IN AN INCONVENIENT FORUM. THE COMPANY AND EACH OF THE GUARANTORS, TO THE EXTENT ORGANIZED OUTSIDE OF THE
UNITED STATES, SHALL APPOINT HORIZON PHARMA USA, INC. (HORIZON PHARMA USA, INC., 150 SOUTH SAUNDERS ROAD, LAKE FOREST, IL 60045), AS ITS AGENT FOR SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING AND AGREES THAT SERVICE OF PROCESS UPON SAID
AUTHORIZED AGENT SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE COMPANY AND EACH OF THE GUARANTORS AGREES TO DELIVER, UPON THE EXECUTION AND DELIVERY OF THIS THIRD SUPPLEMENTAL
INDENTURE, A WRITTEN ACCEPTANCE BY SUCH AGENT OF ITS APPOINTMENT AS SUCH AGENT. THE COMPANY AND EACH OF THE GUARANTORS, TO THE EXTENT ORGANIZED OUTSIDE OF THE UNITED STATES, FURTHER AGREES TO TAKE ANY AND ALL ACTION, INCLUDING THE FILING OF ANY AND
ALL SUCH DOCUMENTS AND INSTRUMENTS, AS MAY BE REASONABLY NECESSARY TO CONTINUE SUCH DESIGNATION AND APPOINTMENT OF CT CORPORATION SYSTEM IN FULL FORCE AND EFFECT FOR SO LONG AS THE INDENTURE, AS SUPPLEMENTED, REMAINS IN FORCE. THE COMPANY, THE
TRUSTEE AND EACH OF THE GUARANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 
 5. COUNTERPARTS. The parties may sign any number of copies of this Third Supplemental
Indenture. Each signed copy (which may be provided via facsimile or other electronic transmission) shall be an original, but all of them together represent the same agreement. 

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect
the construction hereof. 
 7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Entity. 












 IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed and attested, all as of the date first above written. 
 Dated: November 15, 2018 

 

					
	HORIZON MEDICINES LLC
		
	By:	 	 /s/ Paul W. Hoelscher

		 	Name:	 	Paul W. Hoelscher
		 	Title:	 	 Executive Vice President
 and Chief Financial
Officer















 
					
	 U.S. BANK NATIONAL ASSOCIATION,

  as Trustee

		
	By:	 	 /s/ Raymond S. Haverstock

		 	Name:	 	Raymond S. Haverstock
		 	Title:	 	Vice President