advancing A-002 through Phase 3

Exhibit 10.25

AGREEMENT

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. (“Eli Lilly”) entered into the License Agreement dated July 31, 2006 concerning pharmaceutical products that inhibit phospholipase (the “License Agreement”);

WHEREAS, Article 3, Section 3(a) of the License Agreement provides for a Milestone Payment by the Company to Shionogi and Eli Lilly of $3,000,000 upon the initiation of the first Phase 3 clinical trial of each Licensed Product in an Oral Formulation, fifty percent (50%) or $1,500,000 of which is payable to Eli Lilly (the “Phase 3 Milestone Payment”);

WHEREAS, pursuant to that certain Agreement between the Company and Eli Lilly effective as of September 15, 2009 (the “Amendment Agreement”), the Company and Eli Lilly (i) extended the date on which the Phase 3 Milestone Payment associated with the commencement of Phase 3 clinical trials of varespladib methyl (“A-002”) is due to Eli Lilly and (ii) increased the amount of the Phase 3 Milestone Payment due to Eli Lilly from $1,500,000 to $1,750,000 in consideration for such extension;

WHEREAS the Company desires to issue, and Eli Lilly desires to receive, shares of the Company’s common stock in satisfaction of the Company’s payment obligation with respect to such Milestone Payment;

NOW, THEREFORE, in consideration for the premises and for other good and lawful consideration, receipt of which is hereby acknowledged, the parties agree as follows.

     1. Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the License Agreement.

     2. Agreement. Each of the Company and Eli Lilly agree that:

          (a) if the closing of the Company’s initial public offering (the “IPO”) occurs prior to the applicable Payment Date (as such term is defined in the Amendment Agreement) for the Phase 3 Milestone Payment, then (i) the Phase 3 Milestone Payment associated with the commencement of a Phase 3 clinical trial of A-002 will be paid in the form of fully paid and non-assessable shares of the Company’s Common Stock, free and clear of any restrictions on transfer other than those imposed by applicable securities laws (the “Payment Shares”); (ii) such Payment Shares will be issued within ten (10) business days after the closing of the IPO; (iii) such Payment Shares shall be valued at the price per share at which shares of the Company’s Common Stock are sold to the public in the IPO minus any per-share underwriting discounts, commissions or fees paid by the Company in the IPO; (iv) such Payment Shares shall be issued on terms no less favorable to Eli Lilly than those terms received by investors pursuant to that certain Stock Purchase Agreement dated September 25, 2009 among the Company and the investors party thereto; and (v) upon the issuance by the Company of Payment Shares to Eli Lilly having an aggregate value, calculated pursuant to subsection (iii) above, of $1,750,000, the Company’s obligation in respect of the Phase 3 Milestone Payment associated with the commencement of a Phase 3 clinical trial of A-002 shall be satisfied in full; and

          (b) In the event the closing of the IPO does not occur prior to the applicable Payment Date, the Phase 3 Milestone Payment shall be made in cash as contemplated in the Amendment Agreement.

     3. Counterparts; Facsimiles. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute together the same document. For purposes of this Agreement and any other document required to be delivered pursuant to this Agreement, facsimiles of signatures shall be deemed to be original signatures. In addition, if any of the parties sign facsimile copies of this Agreement, such copies shall be deemed originals.

     4. Further Acts. Each party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

     5. Other terms and Conditions. All other remaining terms and conditions of the License Agreement (which relate to Eli Lilly and the Company) are unchanged and remain in full force and effect.

[Signature page follows.]

     In witness whereof, the parties have caused this Agreement to be executed by their duly authorized officers as of the date set forth below.

Anthera Pharmaceuticals, Inc.			Eli Lilly and Company Incorporated
By:	/s/ Paul Truex		By:	/s/ Gino Santini
Name:	Paul Truex		Name:	Gino Santini
Title:	President & Chief Executive Officer		Title:	Sr. Vice President, Corp. Strategy & Business Development
Date:	January 28, 2010		Date:	January 28, 2010