exv10w28






Exhibit 10.28




AMENDMENT NO. 1 TO

NOTE PURCHASE AGREEMENT




     This Amendment No. 1 (the “Amendment”) to the Note Purchase Agreement, dated as of
December 11, 2009 (the “Purchase Agreement”), by and among Anthera Pharmaceuticals, Inc., a
Delaware corporation (the “Company”) and the investors listed on the Schedule of Purchasers
thereto (the “Investors”) is made as of February 24, 2010. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.



RECITALS




     WHEREAS, the Company and the Investors desire to amend the Purchase Agreement to amend the
definition of IPO under the Purchase Agreement;



     WHEREAS, Section 10.8 of the Purchase Agreement provides that the Purchase Agreement may be
amended with the written consent of the Company and the Required Note Holders; and



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the
parties hereby acknowledge, the parties hereto agree as follows:



AGREEMENT




     1. Paragraph 1(k) of the Purchase Agreement is hereby amended and restated to read in its
entirety as follows:



     “(k) “IPO” shall mean the closing of a firmly underwritten public offering pursuant to
an effective registration statement under the Securities Act of 1933, as amended (the
“Securities Act”), covering the offer and sale of Common Stock for the account of the
Company in which the aggregate net proceeds to the Company (after underwriting discounts,
commissions and fees) are at least $20,000,000.”



     2. This Amendment shall be governed by and construed under the laws of the State of California
in all respects as such laws are applied to agreements among California residents entered into and
performed entirely within California, without giving effect to conflict of law principles thereof.



     3. This Amendment may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.



     4. Except as specifically amended hereby, each of the Purchase Agreement and the Escrow
Agreement shall remain in full force and effect.



(Signature Pages Follow)




 









 





     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written
above.



	 	 	 	 	 
	 	COMPANY:



ANTHERA PHARMACEUTICALS, INC.

 	 
	 	By:	 /s/ Paul F. Truex 	 
	 	 	Paul F. Truex 	 
	 	 	President and Chief Executive Officer 	 
	 



SIGNATURE PAGE TO ANTHERA PHARMACEUTICALS, INC.

AMENDMENT TO NOTE PURCHASE AGREEMENT






 









 









     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	INVESTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	VANTAGEPOINT VENTURE PARTNERS IV (Q), L.P.	 	 
	 	 	VANTAGEPOINT VENTURE PARTNERS IV, L.P.	 	 
	 	 	VANTAGEPOINT VENTURE PARTNERS IV 

     PRINCIPALS FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: VantagePoint Venture Associates IV,	 	 
	 	 	L.L.C., its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 /s/ Alan E. Salzman	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 Alan E. Salzman	 	 
	 

	 	Title:
	 	Managing Member	 	 






SIGNATURE PAGE TO ANTHERA PHARMACEUTICALS, INC.

AMENDMENT TO NOTE PURCHASE AGREEMENT






 









 








     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	INVESTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	SOFINNOVA VENTURE PARTNERS VI, L.P.,	 	 
	 
	 	 	 	 	 	 
	 	 	as nominee for	 	 
	 	 	SOFINNOVA VENTURE PARTNERS VI, L.P.	 	 
	 	 	SOFINNOVA VENTURE PARTNERS VI GMBH CO. K.G.	 	 
	 	 	SOFINNOVA VENTURE AFFILIATES VI, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Sofinnova Management VI, LLC	 	 
	 	 	its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 	 	 /s/ James Healy	 	 
	 

	 	Name:
	 	 

James Healy
	 	 
	 

	 	Title:
	 	Managing Member	 	 






SIGNATURE PAGE TO ANTHERA PHARMACEUTICALS, INC.

AMENDMENT TO NOTE PURCHASE AGREEMENT






 









 








     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	INVESTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	A. M. PAPPAS LIFE SCIENCE VENTURES III, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: AMP&A Management III, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ford S. Worthy	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	Ford S. Worthy	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	Partner & CFO	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	PV III CEO FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: AMP&A Management III, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ford S. Worthy	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	Ford S. Worthy	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	Partner & CFO	 	 
	 

	 	 	 	 

	 	 






SIGNATURE PAGE TO ANTHERA PHARMACEUTICALS, INC.

AMENDMENT TO NOTE PURCHASE AGREEMENT






 









 








     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	INVESTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	CAXTON ADVANTAGE LIFE SCIENCES FUND, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Caxton Advantage Venture Partners, L.P.,	 	 
	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 	 	By: Advantage Life Science Partners, LLC,	 	 
	 	 	its Managing Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ A. Rachel Leheny	 	 
	 

	 	Name:
	 	 

A. Rachel Leheny
	 	 
	 

	 	Title:
	 	Member	 	 






SIGNATURE PAGE TO ANTHERA PHARMACEUTICALS, INC.

AMENDMENT TO NOTE PURCHASE AGREEMENT






 









 








     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	INVESTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	HBM BIOCAPITAL	 	 
	 
	 	 	 	 	 	 
	 	 	HBM BioCapital (EUR) L.P.	 	 
	 

	 	By:
	 	HBM BioCapital Ltd.	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 
	 	/s/ John Arnold	 	 
	 	 	 	 	 
	 

	 	By:
	 	John Arnold	 	 
	 

	 	Its:
	 	Chairman & Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	HBM BioCapital (USD) L.P.	 	 
	 

	 	By:
	 	HBM BioCapital Ltd.	 	 
	 

	 	Its:
	 	General Partner	 	 
	 
	 	 	 	 	 	 
	 
	 	/s/ John Arnold	 	 
	 	 	 	 	 
	 

	 	By:
	 	John Arnold	 	 
	 

	 	Its:
	 	Chairman & Managing Director	 	 






SIGNATURE PAGE TO ANTHERA PHARMACEUTICALS, INC.

AMENDMENT TO NOTE PURCHASE AGREEMENT