Aratana Therapeutics, Inc. Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 20th, 2013 • Aratana Therapeutics, Inc. • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ] [ ], 20[ ], by and among Aratana Therapeutics, Inc. (the “Company”) and [ ] (the “Indemnitee”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • October 16th, 2015 • Aratana Therapeutics, Inc. • Pharmaceutical preparations

THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of October 16, 2015 (the “Effective Date”) among PACIFIC WESTERN BANK, a California state chartered bank with an office located at 406 Blackwell Street, Durham, North Carolina 27701 (“Bank” or “PWB”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including PWB in its capacity as a Lender and OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”) (each a “Lender” and collectively, the “Lenders”), and ARATANA THERAPEUTICS, INC., a Delaware corporation with offices located at 1901 Olathe Blvd, Kansas City, Kansas 66103 (“Parent”) and VET THERAPEUTICS, INC., a Delaware corporation, (individually and collectively, jointly and severally, “Borrower”), provides t

Contract
Loan and Security Agreement • April 11th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • North Carolina

This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of March 4, 2013, by and between Square 1 Bank (“Bank”) and Aratana Therapeutics, Inc. (“Borrower”).

ARATANA THERAPEUTICS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • February 5th, 2019 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 1, 2019 by and between ARATANA THERAPEUTICS, INC. (the “Company”) and Rhonda Hellums (the “Executive”). The Company and the Executive are hereinafter collectively referred to as the “Parties”, and individually referred to as a “Party”.

4,500,000 Shares ARATANA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT September 17, 2014
Underwriting Agreement • September 19th, 2014 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • New York

Aratana Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Underwriters”) an aggregate of 4,500,000 shares (the “Firm Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). The Company also proposes to sell to the Underwriters up to an additional 675,000 shares of Common Stock at the option of the Underwriters (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”

—] Shares ARATANA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2014 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • New York
] Shares ARATANA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 6th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER by and among ELANCO ANIMAL HEALTH INCORPORATED, ELANCO ATHENS INC. and ARATANA THERAPEUTICS, INC. Dated as of April 26, 2019
Agreement and Plan of Merger • April 26th, 2019 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 26, 2019 by and among Elanco Animal Health Incorporated, an Indiana corporation (“Parent”), Elanco Athens Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Aratana Therapeutics, Inc., a Delaware corporation (the “Company”).

SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • May 23rd, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Agreement”) is made and entered into as of December 28, 2012, by and among ARATANA THERAPEUTICS, INC., a Delaware corporation (the “Company”), each of the holders of Series C Preferred Stock (as defined below) listed on Exhibit A hereto (the “Series C Preferred Holders”), each of the holders of Series B Preferred Stock (as defined below) listed on Exhibit B hereto (the “Series B Preferred Holders”), each of the holders of Series A Preferred Stock (as defined below) listed on Exhibit C hereto (the “Series A Preferred Holders”), each of the holders of Series A-1 Preferred Stock (as defined below) listed on Exhibit D hereto (the “Series A-1 Preferred Holders” and, together with the Series B Preferred Holders and the Series A Preferred Holders, the “Preferred Holders”), each of the holders of Common Stock (as defined below) listed on Exhibit E hereto (the “Common Holders” and collectively with the Series A Preferred Holders and

SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • May 23rd, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 28, 2012, by and among ARATANA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the investors set forth on the Schedule of Investors attached hereto as Exhibit A (each, an “Investor” and collectively, the “Investors”).

EXCLUSIVE IP LICENSE AGREEMENT FOR RQ-00000005
Exclusive Ip License Agreement • June 6th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • New York

This EXCLUSIVE IP LICENSE AGREEMENT FOR RQ-00000005 (this “Agreement”) is entered into as of December 27, 2010 (the “Effective Date”) by and between Aratana Therapeutics Inc., a Delaware corporation having a place of business is 1901 Olathe Boulevard, Kansas City, KS 66103 (“Licensee”) and RaQualia Pharma Inc., a Japanese corporation having a place of business at 5-2 Taketoyo, Aichi 470-2341, Japan (“Licensor”).

Aratana Therapeutics, Inc. COmmon Stock SALES AGREEMENT
Sales Agreement • December 18th, 2017 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • New York

Aratana Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:

ARATANA THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 29, 2013, by and between ARATANA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Louise Mawhinney (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Original Agreement (as defined below).

LEASE
Lease • May 23rd, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • Kansas

This Lease (the “Lease”) is made and entered into effective as of the 1st day of May 2013, by and between MPM Heartland House, LLC, a limited liability company organized under the laws of the State of Delaware (“Landlord”) and Aratana Therapeutics, Inc., a corporation organized under the laws of the Delaware (“Tenant”).

EXCLUSIVE IP LICENSE AGREEMENT FOR RQ-00000007
Exclusive Ip License Agreement • June 6th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • New York

This EXCLUSIVE IP LICENSE AGREEMENT FOR RQ-00000007 (this “Agreement”) is entered into as of December 27 2010 (the “Effective Date”) by and between. Aratana Therapeutics Inc., a Delaware corporation having a place of business is 1901 Olathe Boulevard, Kansas City, KS 66103 (“Licensee”) and RaQualia Pharma Inc., a Japanese corporation having a place of business at 5-2 Taketoyo, Aichi 470-2341, Japan (“Licensor”).

KANSAS BIOSCIENCE RESEARCH AND DEVELOPMENT (R&D) VOUCHER PROGRAM GRANT AGREEMENT
Kansas Bioscience Research • April 11th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • Kansas

This Research and Development Voucher Grant Agreement (“Agreement”) dated as March 6, 2012 (the “Effective Date”) is by and between the Kansas Bioscience Authority, 10900 S. Clay Blair Blvd., Olathe, Kansas 66061 (the “KBA”) and Aratana Therapeutics, Inc., 1901 Olathe Blvd., Kansas City, KS 66103 (the “Grantee”), collectively the “Parties.”

API DEVELOPMENT AGREEMENT
Api Development Agreement • June 6th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • New York

This API DEVELOPMENT AGREEMENT (this “Agreement”) is entered into as of July 12, 2012 (the “Effective Date”) by and between Aratana Therapeutics Inc., a Delaware corporation (“Aratana”) and RaQualia Pharma Inc., a Japanese corporation (“RaQualia”). Aratana and RaQualia are referred to herein individually as a “Party” and collectively as the “Parties”.

ARATANA THERAPEUTICS, INC. Common Stock SALES AGREEMENT
Sales Agreement • October 16th, 2015 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • New York

Aratana Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell from time to time through Barclays Capital Inc., as sales agent (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $52 million (the “Stock”) on the terms set forth in Section 2 of this agreement (this “Agreement”).

Aratana Therapeutics, Inc.
Aratana Therapeutics, Inc. • October 16th, 2013 • Pharmaceutical preparations

Reference is made to (1) that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Aratana Therapeutics, Inc., a Delaware corporation (“Parent”), Jayhawk Acquisition Corporation, a Delaware corporation and direct wholly-owned subsidiary of Parent, Vet Therapeutics, Inc., a Delaware corporation (the “Company”), and, with respect to Article VIII only of the Merger Agreement, Jeffrey Miles, as Stockholders’ Representative and (2) that certain Share Purchase Agreement, dated on or about the date hereof (the “Share Purchase Agreement”), by and among Parent and each of those persons and entities listed on the Schedule of Purchasers attached as Exhibit A thereto. Capitalized terms not otherwise defined herein shall have the meaning ascribed such terms in the Merger Agreement.

RAQUALIA PHARMA, INC. Japan
Letter Agreement • April 11th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • Tokyo

This letter agreement (“Agreement”) is intended to confirm the mutual understandings and agreements between RAQUALIA PHARMA, INC., a Japanese corporation (“RaQualia”), and ARATANA THERAPEUTICS, INC., a Delaware corporation (“Aratana”), with respect to certain matters pertaining to RQ-00000008. RaQualia and Aratana are referred to herein collectively as the “Parties”.

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • March 20th, 2013 • Aratana Therapeutics, Inc. • Massachusetts

This Administrative Services Agreement (this “Agreement”), dated as of February 19, 2013 is entered into between MPM Asset Management LLC, a Delaware limited liability company (“MPM”), and Aratana Therapeutics, Inc., a Delaware corporation (the “Company”).

Collaboration, License, Development and Commercialization Agreement By and Between Aratana Therapeutics, Inc. and Eli Lilly and Company acting on behalf of its Elanco Animal Health Division Effective as of
Commercialization Agreement • August 5th, 2016 • Aratana Therapeutics, Inc. • Pharmaceutical preparations

This Collaboration, License, Development and Commercialization Agreement , effective as of 22 April 2016 (the “Effective Date”), is entered into by and between Aratana Therapeutics, Inc., a Delaware corporation and having its office at 11400 Tomahawk Creek Parkway, Suite 340, Leawood, KS 66211 (“Licensor”) and Eli Lilly and Company, an Indiana corporation, operating on behalf of its Elanco Animal Health division and having its office at 2500 Innovation Way, Greenfield, Indiana 46140 and its Affiliates (“Elanco”).

CONSULTING AND SEPARATION AGREEMENT
Consulting and Separation Agreement • September 1st, 2016 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • Kansas

THIS CONSULTING AND SEPARATION AGREEMENT (the “Agreement”) is entered into by and between Aratana Therapeutics, Inc., a Delaware corporation (the "Company") and the "Consultant" indicated on the signature page below. The Agreement shall become effective as of the “Effective Date” indicated on the signature page below.

First Amendment to the Exclusive IP License Agreement for RQ-00000005 between Aratana Therapeutics Inc. and RaQualia Pharma Inc.
Aratana Therapeutics, Inc. • April 11th, 2013 • Pharmaceutical preparations

This is the First Amendment (“Amendment”) to the Exclusive IP License Agreement for RQ-00000005 dated December 27, 2010 (the “Agreement”) between Aratana Therapeutics Inc., a Delaware corporation (“Licensee”) and RaQualia Pharma Inc., a Japanese corporation (“Licensor”), and is made and entered into between Licensee and Licensor on July 12, 2012 (the “Amendment Effective Date”). Licensee and Licensor are referred to herein individually as a “Party” and collectively as the “Parties”.

ARATANA THERAPEUTICS, INC. Common Stock PLACEMENT AGENCY AGREEMENT May 3, 2017
Securities Purchase Agreement • May 4th, 2017 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • New York

Aratana Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain investors (each, an “Investor” and collectively, the “Investors”) up to an aggregate of 5,000,000 shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (“Common Stock”). Barclays Capital Inc. (“Barclays”) has agreed to act as placement agent (the “Placement Agent”) in connection with such issuance and sale of the Shares.

AMENDED AND RESTATED EXCLUSIVE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • August 3rd, 2018 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • New Jersey

This Amended and Restated Exclusive License, Development and Commercialization Agreement (this “Agreement”) is made effective as of July 5, 2018 (the “Effective Date”) by and between Pacira Pharmaceuticals, Inc., a California corporation with a principal place of business at 5 Sylvan Way, Parsippany, New Jersey U.S. 07054 (“Pacira”) and Aratana Therapeutics, Inc., a Delaware corporation with a place of business at 11400 Tomahawk Creek Parkway Suite 340 Leawood, KS 66211 (“Aratana”). Pacira and Aratana are each hereafter referred to individually as a “Party” and together as the “Parties.”

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 4th, 2017 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 3, 2017, by and among Aratana Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Schedule A attached hereto (each, a “Purchaser,” and collectively, the “Purchasers”).

Second Amendment to the Exclusive IP License Agreement for RQ-00000007 between Aratana Therapeutics Inc. and RaQualia Pharma Inc.
Aratana Therapeutics, Inc. • March 14th, 2017 • Pharmaceutical preparations

This is the Second Amendment (“Second Amendment”) to the Exclusive IP License Agreement for RQ-00000007 dated December 27, 2010 (the “Agreement”) between Aratana Therapeutics Inc., a Delaware corporation (“Licensee”) and RaQualia Pharma Inc., a Japanese corporation (“Licensor”), and is made and entered into between Licensee and Licensor on January 2nd, 2017 (the “Second Amendment Effective Date”). Licensee and Licensor are referred to herein individually as a “Party” and collectively as the “Parties”.

ARATANA THERAPEUTICS, INC. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of April 29, 2013, by and between ARATANA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and Ernst Heinen (the “Executive”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Original Agreement (as defined below).

SERVICES AGREEMENT
Services Agreement • May 23rd, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts

SERVICES AGREEMENT (this “Agreement”) made effective as of May 1, 2013 among Aratana Therapeutics, Inc. (the “Company”) and MPM Asset Management LLC (“MPM”).

AMENDMENT NO. 2 TO SERVICES AGREEMENT
Services Agreement • October 5th, 2015 • Aratana Therapeutics, Inc. • Pharmaceutical preparations

THIS AMENDMENT NO. 2 TO SERVICES AGREEMENT (this “Amendment”) is made and entered into effective as of September 29, 2015, by and between MPM Heartland House, LLC, a limited liability company organized under the laws of the State of Delaware (“MPM-HH”), and Aratana Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Agreement (as defined below).

SERVICES AGREEMENT
Services Agreement • April 11th, 2013 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This Services Agreement (the “Agreement”) is dated as of February 28th, 2013 among Aratana Therapeutics, Inc. (the “Company”), MPM Asset Management LLC (“MPM”), and John W. Vander Vort (“Consultant”).

FIRST AMENDMENT TO AMENDED AND RESTATED EXCLUSIVE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • April 26th, 2019 • Aratana Therapeutics, Inc. • Pharmaceutical preparations

This FIRST AMENDMENT TO THE AMENDED AND RESTATED EXCLUSIVE LICENSE, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (this “Amendment”), is entered into and effective as of April 26, 2019 (the “Amendment Date”) by and between ARATANA THERAPEUTICS, INC., a Delaware corporation (“Aratana”), and PACIRA PHARMACEUTICALS, INC., a California corporation (“Pacira”, together with Aratana, the “Parties”), for the purpose of amending that certain Amended and Restated Exclusive License, Development and Commercialization Agreement between Aratana and Pacira effective as of July 5, 2018 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Agreement, as amended.

OFFICE BUILDING LEASE
Office Building Lease • October 13th, 2015 • Aratana Therapeutics, Inc. • Pharmaceutical preparations

THIS LEASE, dated as of October 8, 2015 (the “Effective Date”) is made by and between Academy 1740, Inc., a Missouri corporation ("Landlord"), and ARATANA THERAPEUTICS, INC., a Delaware corporation ("Tenant").

SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
Subordination, Non-Disturbance and Attornment Agreement • March 15th, 2016 • Aratana Therapeutics, Inc. • Pharmaceutical preparations

THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement"), dated as of January 29, 2016, is entered into by and among Aratana Therapeutics, Inc., a Delaware corporation ("Tenant") whose mailing address is 11400 N. Tomahawk Creek Parkway, Suite 340, Leawood, KS 66211; Academy 1740, Inc., a Missouri corporation ("Landlord") whose mailing address is 11400 N. Tomahawk Creek Parkway, Leawood, KS 66211 and Commerce Bank, a Missouri state bank and trust company ("Lender"), whose address is 1000 Walnut St., 18th Floor, Kansas City, MO 64106.