Amendment No 1. to Royalty Interest Acquisition Agreement, dated as of June 8, 2020, by and among Elobix AB, HealthCare Royalty Partners III, L.P. and, solely for the purposes specified therein, the Company

Exhibit 10.3

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

AMENDMENT TO ROYALTY INTEREST ACQUISITION AGREEMENT

AMENDMENT, dated as of June 8, 2020 (this “Amendment”), to the Royalty Interest Acquisition Agreement, dated as of December 28, 2017 (the “Acquisition Agreement”), by and among Elobix AB, a limited liability company organized under the laws of Sweden, (“Seller”), HealthCare Royalty Partners III, L.P., a limited partnership organized under the laws of the State of Delaware (“Buyer”) and, solely for the purposes of Section 5.08, Section 5.09 and Article VIII, Albireo Pharma, Inc. a Delaware corporation (“Seller Parent”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Acquisition Agreement.

WHEREAS, Buyer, Seller and Seller Parent desire to amend certain of the provisions of the Acquisition Agreement in accordance with Section 8.07(a) of the Acquisition Agreement to address certain revisions and additional agreements among the Parties and an additional investment by Buyer;

NOW THEREFORE, in consideration of the mutual covenants, agreements representations and warranties set forth herein, the Parties agree as follows:

“Amendment Payment” shall mean $15,000,000.

“Applicable Percentage” shall mean 100%.

“Investment Amount” shall mean the sum of the Approval Payment and the Amendment Payment paid by Buyer to Seller under this Agreement.

“Knowledge of the Seller” shall mean the actual knowledge of Ron Cooper, Jan Mattsson, Simon Harford and Jason Duncan.

“Material Territory Patent Rights” means any issued Territory Patent Right that claims the composition of matter of Elobixibat or a method using Elobixibat for an indication (a) that is approved for marketing by a Regulatory Authority in Japan or (b) for which a marketing approval application for Elobixibat has been filed by Licensee in Japan.

“Royalty Interest” shall mean an undivided interest in respect of all present and future rights of Seller to receive the Applicable Percentage of the Included Product Payments.

“(d) In the event Buyer receives any payment pursuant to the License Agreement or this Agreement (directly, via sweep of funds from the Deposit Account or otherwise) that is not part of the Royalty Interest (“Excess Payments”), Buyer shall remit to Seller each such Excess Payment within 10 Business Days after receipt thereof by wire transfer of immediately available funds as directed by Seller.”

“(e) For clarity, any Withholding Tax (excluding the excess of (a) any Subsequent Withholding Tax in respect of the applicable payments, subject to Section 5.13, over (b) the amount of any tax benefit, offset or credit to Buyer as a result of such Subsequent Withholding Tax) deducted or withheld from any payment due to Buyer pursuant to the License Agreement or this Agreement shall, for purposes of this Agreement, be considered a Royalty Interest Payment received by Buyer. For clarity and with the intent of avoiding “double counting,” any payments made by Seller or any of its Affiliates to Buyer in respect of any Indemnified Withholding Tax pursuant to Section 8.05(d) shall, for purposes of this Agreement, not be considered “Royalty Interest Payments.” As an illustration of the foregoing, if a Royalty Interest Payment equal to $100 is payable to Buyer and there is an Indemnified Withholding Tax in an amount equal to $20, Buyer shall be deemed to have received a Royalty Interest Payment in an amount equal to $100, and the $20 payment by Seller or any of its Affiliates to Buyer in respect of such Indemnified Withholding Tax shall not be deemed a Royalty Interest Payment.”

“(c) This Agreement shall terminate on the earlier to occur of (x) the date on which this Agreement is terminated by either Party pursuant to and in accordance with Sections 7.01(a) and, in the case of termination by Buyer, Section 7.01(b) and (y) the License Expiration.”

For purposes hereof, the term “Buyer Amendment Expenses” shall mean the amount of Buyer’s actual, documented, out-of-pocket fees and expenses incurred in connection with Buyer’s confirmatory due diligence and legal documentation associated with the negotiation and execution of this Amendment, provided that in no event shall Buyer Amendment Expenses exceed [***]. Buyer acknowledges that [***] of the Buyer Amendment Expenses has been paid by Seller prior to the date hereof, which amount shall be credited toward the total amount of Buyer Amendment Expenses to be deducted from the Amendment Payment pursuant to this Section 3(a).

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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the undersigned as of the date first written above.

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