exv10w27






Exhibit 10.27




AMENDMENT NO. 3 TO

STOCK PURCHASE AGREEMENT

AND

ESCROW AGREEMENT




     This Amendment No. 3 (the “Amendment”) to (i) the Stock Purchase Agreement, dated as
of September 25, 2009 (as amended to date, 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 (as amended to date, the “Escrow Agreement”), by and among the Company,
the Investors and Fremont Bank (the “Escrow Agent”), each as amended by that certain
Amendment No. 1 to Stock Purchase Agreement and Escrow Agreement dated as of November 3, 2009 and
that certain Amendment No. 2 to Stock Purchase Agreement and Escrow Agreement dated as of December
11, 2009, is made as of February 24, 2010 by and among the Company, the Investors and the Escrow
Agent. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Purchase Agreement.



RECITALS




     WHEREAS, the Company, the Investors and, in the case of the Escrow Agreement, the Escrow Agent
desire to amend the Purchase Agreement and the Escrow Agreement to extend the termination date
applicable under the Purchase Agreement, to extend the Escrow Return Date (as defined in the Escrow
Agreement), and to make certain other changes;



     WHEREAS, Section 7.9 of the Purchase Agreement provides that the Purchase Agreement may be
amended with the written consent of the Company and the Investors; and



     WHEREAS, Section 2.1 of the Escrow Agreement provides that the Escrow Agreement may be amended
with the written consent of the Company, the Investors and the Escrow Agent.



     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. Section 7.2 of the Purchase Agreement is hereby amended and restated in its entirety as
follows:




     “7.2 Termination. This Agreement may be terminated at any time prior
to the Closing by the mutual written consent of the Company and the
Investors; provided, however, that if the closing of the IPO does not occur
prior to March 31, 2010, this Agreement shall terminate automatically and be
of no further force and effect.”



 









 





     2. Section 1.3 of the Escrow Agreement is hereby amended and restated in its entirety as
follows:




     “1.3 Return of Escrowed Funds. In the event that the Escrowed Funds
have not been released pursuant to Section 1.2(a) or 1.2(b) above on or
prior to March 31, 2010 (“Escrow Return Date”), then, at the request
of any Purchaser in writing, the Escrow Agent shall return such Purchaser’s
Subscription Amount from the Escrowed Funds to such requesting Purchaser.
The Escrow Return Date for each Purchaser may be extended by mutual written
consent of such Purchaser and the Company.”



     3. The definition of “IPO” in each of the Purchase Agreement and the Escrow Agreement is
hereby amended and restated in its entirety to mean “a firmly underwritten public offering pursuant
to an effective registration statement under the Securities Act of 1933, as amended, 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.”



     4. 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.



     5. 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.



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



(Signature Pages Follow)




2









 





     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 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 NO. 3 TO STOCK PURCHASE AGREEMENT AND ESCROW AGREEMENT




 









 





     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 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 NO. 3 TO STOCK PURCHASE AGREEMENT AND ESCROW AGREEMENT




 









 





     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 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 NO. 3 TO STOCK PURCHASE AGREEMENT AND ESCROW AGREEMENT




 









 








     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 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 NO. 3 TO STOCK PURCHASE AGREEMENT AND ESCROW AGREEMENT





 









 








     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 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 NO. 3 TO STOCK PURCHASE AGREEMENT AND ESCROW AGREEMENT




 









 








     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 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 NO. 3 TO STOCK PURCHASE AGREEMENT AND ESCROW AGREEMENT




 









 








     IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	INVESTORS:	 	 
	 
	 	 	 	 	 	 
	 	 	SHIONOGI & CO., LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Sachio Tokaji	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	Sachio Tokaji	 	 
	 

	 	 
	 	 

	 	 
	 

	 	Tile:	 	Director of the Board, Senior Executive Officer	 	 
	 

	 	 
	 	 

	 	 





SIGNATURE PAGE TO ANTHERA PHARMACEUTICALS, INC.

AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT AND ESCROW AGREEMENT





 









 







IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 3 as of the date first
written above.




	 	 	 	 	 	 	 
	 	 	ESCROW AGENT:	 	 
	 
	 	 	 	 	 	 
	 	 	FREMONT BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Andrew Mastorakis
	 	 
	 	 	Andrew Mastorakis	 	 
	 	 	President	 	 






SIGNATURE PAGE TO ANTHERA PHARMACEUTICALS, INC.

AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT AND ESCROW AGREEMENT