Zeltiq Aesthetics Inc Sample Contracts

ZELTIQ AESTHETICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Warrant Agreement • August 14th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [—], between ZELTIQ AESTHETICS, INC., a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).

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ZELTIQ AESTHETICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Common Stock Warrant Agreement • August 14th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • New York

THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [—], between ZELTIQ AESTHETICS, INC., a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).

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UNDERWRITING AGREEMENT Zeltiq Aesthetics, Inc. [ ] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • October 11th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • New York

Zeltiq Aesthetics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.001 per share (the “Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [ ] shares of Common Stock of the Company (collectively, the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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ZELTIQ AESTHETICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Debt Securities Warrant Agreement • August 14th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [—], between ZELTIQ AESTHETICS, INC., a Delaware corporation (the “Company”) and [—], a [corporation] [national banking association] organized and existing under the laws of [—] and having a corporate trust office in [—], as warrant agent (the “Warrant Agent”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • March 13th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

The ZELTIQ Aesthetics, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the ZELTIQ Aesthetics, Inc. 2012 Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”)

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RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • March 13th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

ZELTIQ Aesthetics, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the ZELTIQ Aesthetics, Inc. 2012 Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject to

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OFFICE LEASE
Office Lease • March 1st, 2017 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between SFII CREEKSIDE, LLC, a Delaware limited liability company ("Landlord"), and ZELTIQ AESTHETICS, INC., a Delaware corporation ("Tenant").

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INDEMNITY AGREEMENT
Indemnity Agreement • July 13th, 2011 • Zeltiq Aesthetics Inc • Delaware

This Indemnity Agreement, dated [ ], 2011, is made between ZELTIQ Aesthetics, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).

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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 13th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

The ZELTIQ Aesthetics, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the ZELTIQ Aesthetics, Inc. 2012 Stock Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the Shares (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of

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AGREEMENT AND PLAN OF MERGER among: ZELTIQ AESTHETICS, INC., a Delaware corporation; ALLERGAN HOLDCO US, INC., a Delaware corporation; and BLIZZARD MERGER SUB, INC., a Delaware corporation Dated as of February 13, 2017
Agreement and Plan of Merger • February 15th, 2017 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • Delaware

Acceptable Confidentiality Agreement. “Acceptable Confidentiality Agreement” is defined in Section 4.3(a) of the Agreement.

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Re: Amended and Restated Employee Offer Letter Dear Len:
Assignment Agreement • April 30th, 2014 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

ZELTIQ Aesthetics, Inc. (the “Company”) is pleased to offer you this Amended and Restated Employee Offer Letter (“Amended Offer Letter”). Subject to your execution of this Amended Offer Letter as provided below, effective as of February 25, 2014 (the “Effective Date”) this Amended Offer Letter amends, restates and supersedes in its entirety your Employment Offer Letter Agreement with the Company dated September 18, 2012, as previously amended on November 26, 2012 (the “Prior Agreement”).

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AMENDMENT TO EMPLOYEE OFFER LETTER
Employee Offer Letter • March 1st, 2017 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus

This Amendment (this “Amendment”) to the Employee Offer Letter dated October 31, 2014 (the “Agreement”), by and between ZELTIQ Aesthetics, Inc. (“ZELTIQ”) and Danika Harrison (“Harrison”) is effective as of January 18, 2017.

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THE GENERAL HOSPITAL CORPORATION AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT MGH Amended and Restated Agreement No: MGH Case No.: 1814
Exclusive License Agreement • October 14th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

This Amended and Restated License Agreement (“AGREEMENT”), is made as of September 21, 2011, between Zeltiq Aesthetics, Inc. a Delaware corporation, having a principal place of business at 4698 Willow Road, Pleasanton, CA 94588 (“COMPANY”), formerly known as Juniper Medical, Inc., a Delaware corporation (“JUNIPER”), and The General Hospital Corporation, a not-for-profit corporation d/b/a Massachusetts General Hospital, having a place of business at 55 Fruit Street, Boston, MA 02114 (“HOSPITAL”). This AGREEMENT replaces the Exclusive License Agreement, MGH Agreement No. 2004A18936, dated and effective May 17, 2005, (“EFFECTIVE DATE”) and any subsequent amendments including an Amendment No. 1 effective as of January 23, 2006, between HOSPITAL and JUNIPER, and an Amendment No. 2 effective as of May 17, 2010, between HOSPITAL and COMPANY (collectively the “ORIGINAL AGREEMENT”).

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November 13, 2012 Patrick Williams
Assignment Agreement • March 13th, 2013 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California
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ZELTIQ Logo]
Zeltiq Aesthetics Inc • September 7th, 2011 • Electromedical & electrotherapeutic apparatus • California

ZELTIQ AESTHETICS, INC. (the “Company”) is pleased to offer you the position of Chief Marketing Officer (CMO), reporting to me. You will perform duties customarily associated with your position and such other duties as may be assigned by the President and CEO or designate. You will be based at the Company’s offices in Pleasanton, CA. By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company.

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DISTRIBUTION AGREEMENT between ZELTIQ AESTHETICS, INC. And ADVANCE Medical, Inc
Distribution Agreement • October 18th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

This DISTRIBUTION AGREEMENT is hereby made and entered into as of the Effective Date (as specified on the cover page of this Agreement) by and between Zeltiq Aesthetics, Inc., a company incorporated under the laws of Delaware with an office located at 4698 Willow Road, Pleasanton, CA, 94588, USA (“Zeltiq”) and ADVANCE Medical, Inc , a company incorporated under the laws of Delaware with an office located at 530 Fifth Avenue, 22nd Floor, New York, NY 10036 (“Distributor”).

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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 13th, 2011 • Zeltiq Aesthetics Inc • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and ZELTIQ AESTHETICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

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July 1, 2015 To: Leonard DeBenedictis
Zeltiq Aesthetics Inc • October 28th, 2015 • Electromedical & electrotherapeutic apparatus

The purpose of this letter agreement is to modify certain terms of your employment as set forth in your Amended and Restated Employee Offer Letter dated February 25, 2014 (the “Employee Offer Letter”). The changes set forth herein shall be effective on July 1, 2015, provided that you have signed this letter agreement by that date (the “Effective Date”).

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Zeltiq Aesthetics, Inc. RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • August 17th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

THIS RESTRICTED STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of December 11, 2007 by and between Zeltiq Aesthetics, Inc., a Delaware corporation (the “Company”), and Mitchell Levinson (the “Purchaser”).

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DISTRIBUTION AGREEMENT between ZELTIQ AESTHETICS, INC. And
Distribution Agreement • September 7th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

This DISTRIBUTION AGREEMENT is hereby made and entered into as of the Effective Date (as specified on the cover page of this Agreement) by and between Zeltiq Aesthetics, Inc., a company incorporated under the laws of Delaware with an office located at 4698 Willow Road, Pleasanton, CA, 94588, USA (“Zeltiq”) and , a company incorporated under the laws of with an office located at (“Distributor”).

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THE GENERAL HOSPITAL CORPORATION EXCLUSIVE LICENSE AGREEMENT
General Hospital Corporation Exclusive License Agreement • October 28th, 2015 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

This Exclusive License Agreement (“AGREEMENT”), is made as of September 8, 2015 (the “EFFECTIVE DATE”), between ZELTIQ Aesthetics, Inc., a Delaware corporation, having a principal place of business at 4698 Willow Road, Pleasanton, CA 94588 (“COMPANY”), and The General Hospital Corporation, a not-for-profit corporation d/b/a Massachusetts General Hospital, having a place of business at 55 Fruit Street, Boston, MA 02114 (“HOSPITAL”).

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March 12, 2015 Mr. Keith J. Sullivan RE: Amendment to Relocation Agreement Dated February 19, 2015 Dear Keith:
Zeltiq Aesthetics Inc • May 5th, 2015 • Electromedical & electrotherapeutic apparatus

This letter hereby amends the relocation agreement signed by you and ZELTIQ Aesthetics, Inc. (the “Company”), dated February 19, 2015 (the “Agreement”), as follows:

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ZELTIQ AESTHETICS, INC. THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT May 26, 2010
Rights Agreement • July 13th, 2011 • Zeltiq Aesthetics Inc • California

This Agreement dated as of May 26, 2010, is entered into by and among Zeltiq Aesthetics, Inc., a Delaware corporation (the “Company”), and the individuals and entities listed on Exhibit A attached hereto (the “Preferred Stockholders”).

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February 20, 2012 Michael C. Genau Re: EMPLOYEE OFFER LETTER Dear Mike:
Assignment Agreement • March 19th, 2012 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

ZELTIQ AESTHETICS, INC. (the “Company”) is pleased to offer you the position of President of the North American Franchise (“NAF”), reporting to me, Gordie Nye, President & CEO. You will perform duties customarily associated with your position and such other duties as may be assigned by me or our Board of Directors. You will be based at the Company’s offices in Pleasanton, CA. By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company.

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SECOND AMENDMENT TO OFFICE BUILDING LEASE
Office Building Lease • August 17th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

THIS SECOND AMENDMENT TO OFFICE BUILDING LEASE (this “Amendment” or “Second Amendment”) is made as of September 24, 2010 (the “Effective Date”), by and between HACIENDA PORTFOLIO VENTURE LLC, a Delaware limited liability company (“Landlord”), and ZELTIQ AESTHETICS, INC., a Delaware corporation (“Tenant”).

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SECOND AMENDMENT TO
Zeltiq Aesthetics Inc • July 30th, 2015 • Electromedical & electrotherapeutic apparatus

THIS SECOND AMENDMENT TO MULTI-TENANT INDUSTRIAL/ COMMERCIAL LEASE (NET) dated April 28, 2015 (this “Second Amendment”) is entered into by and between WESTCORE GREENVILLE, LLC, a Delaware limited liability company (“Lessor”), and ZELTIQ AESTHETICS, INC., a Delaware corporation (“Lessee”), with reference to the following:

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FIRST AMENDMENT TO
Zeltiq Aesthetics Inc • July 29th, 2014 • Electromedical & electrotherapeutic apparatus

THIS FIRST AMENDMENT TO MULTI-TENANT INDUSTRIAL/ COMMERCIAL LEASE (NET) dated May 5, 2014 (this "First Amendment") is entered into by and between WESTCORE GREENVILLE, LLC, a Delaware limited liability company ("Lessor"), and ZELTIQ AESTHETICS, INC., a Delaware corporation ("Lessee"), with reference to the following:

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Manufacturing Services Agreement
Manufacturing Services Agreement • August 17th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus

Between ONCORE Manufacturing LLC, a Delaware USA company, with its registered office at 2243 Lundy Ave, San Jose Ca 95131 (“ONCORE”) and Zeltiq Aesthetics with its registered office at 4698 Willow Road, Pleasanton, CA 94588 (“ZELTIQ”)

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CONSULTING AGREEMENT
Consulting Agreement • August 7th, 2012 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus

This Agreement is made and entered into effective as of April 18, 2012 (“Effective Date”) by and between Zeltiq Aesthetics, Inc. (“Company”), having a principal place of business at 4698 Willow Road, Pleasanton, CA 94588 and Mark Foley (“Consultant”).

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Assignment Agreement • May 11th, 2012 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

Zeltiq Aesthetics, Inc. (the “Company”) is pleased to offer you the position of Senior Vice President, General Counsel and Corporate Secretary, reporting to me, Gordie Nye, President & CEO. You will perform duties customarily associated with your position and such other duties as may be assigned by me or my designate. You will be based at the Company's offices in Pleasanton, CA. By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company.

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THIRD AMENDMENT TO OFFICE BUILDING LEASE
Office Building Lease • February 26th, 2014 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

THIS THIRD AMENDMENT TO OFFICE BUILDING LEASE (this "Amendment" or 'Third Amendment") is made as of August 7, 2012 (the "Effective Date"), by and between HACIENDA PORTFOLIO VENTURE LLC, a Delaware limited liability company ("Landlord"), and ZELTIQ AESTHETICS, INC., formally known as Juniper Medical Inc., a Delaware corporation ("Tenant").

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AMENDMENT No. 1 to EXCLUSIVE LICENSE AGREEMENT MGH Amendment Agreement No: 2006A20644 MGH Case No: 1814
Exclusive License Agreement • October 11th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus

This Amendment No. 1 (this “AMENDMENT”), effective as of January 23rd, 2006, (“AMENDMENT EFFECTIVE DATE”), amends the Exclusive License Agreement, MGH Agreement No. 2004A18946, dated May 17th, 2005, and any subsequent amendments (collectively, the “AGREEMENT”), between The General Hospital Corporation, a not-for-profit corporation d/b/a Massachusetts General Hospital, having a place of business at 55 Fruit Street, Boston, MA 02114 (“HOSPITAL”) and Juniper Medical, Inc. a Delaware corporation, having a principal place of business at 7139 Koll Center Parkway, Suite 300, Pleasanton, CA 94566(“COMPANY”).

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ZELTIQ Logo]
Assignment Agreement • September 7th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • California

ZELTIQ AESTHETICS, INC. (the “Company”) is pleased to offer you the position of Vice President of Product Development, reporting to Gordie Nye, President and CEO. You will perform duties customarily associated with your position and such other duties as may be assigned by the President and CEO or designate. You will be based at the Company’s offices in Pleasanton, CA, or such other location to which the Company headquarters may relocate. By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company.

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The GENERAL HOSPITAL CORPORATION EXCLUSIVE LICENSE AGREEMENT MGH Agreement No: 2004A18936 MGH Case No: 1814
Exclusive License Agreement • October 11th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

This License Agreement (“AGREEMENT”) is made as of the 17th day of May, 2005 (“EFFECTIVE DATE”), between Juniper Medical, Inc., a Delaware corporation, having a principal place of business at 550 Hamilton Ave., Suite 100, Palo Alto, CA 94301 (“COMPANY”) and The General Hospital Corporation, a not-for-profit Massachusetts corporation, which owns and operates Massachusetts General Hospital, having a principal place of business at Fruit Street, Boston, Massachusetts (“HOSPITAL”), each referred to herein individually as a “PARTY” and collectively as the “PARTIES.”

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The GENERAL HOSPITAL CORPORATION EXCLUSIVE LICENSE AGREEMENT MGH Agreement No: 2004A18936 MGH Case No: 1814
License Agreement • October 14th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus • Massachusetts

This License Agreement (“AGREEMENT”) is made as of the 17th day of May, 2005 (“EFFECTIVE DATE”), between Juniper Medical, Inc., a Delaware corporation, having a principal place of business at 550 Hamilton Ave., Suite 100, Palo Alto, CA 94301 (“COMPANY”) and The General Hospital Corporation, a not-for-profit Massachusetts corporation, which owns and operates Massachusetts General Hospital, having a principal place of business at Fruit Street, Boston, Massachusetts (“HOSPITAL”), each referred to herein individually as a “PARTY” and collectively as the “PARTIES.”

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