0001047469-15-003919 Sample Contracts

] Shares ANTERIOS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations • New York

or other arrangement, without, in each case, the prior written consent of the Representatives, which consent may be withheld in the Representatives’ sole discretion.

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First Amendment
Anterios Inc • April 27th, 2015 • Pharmaceutical preparations

This amendment is entered into between the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, organized and existing under the laws of the State of Louisiana (“LSU”) and Anterios, Inc. a Delaware corporation, with offices located at 142 West 57th Street, Suite 4A, New York, New York 10019 (“LICENSEE”), and is made as of February 15, 2011.

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A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations • Massachusetts

This Agreement, effective as of May 3, 2006 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Lowell campus, and, Encapsion, Inc. (“Company”), a Delaware corporation with headquarters at 212 Mamaroneck Road, Scarsdale, New York 10583.

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NON-EXCLUSIVE LICENSE AGREEMENT
Non-Exclusive License Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations • Massachusetts

This Agreement, effective as of August 13 , 2007 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts as represented by its Dartmouth campus, and, Anterios, Inc. (f/k/a Encapsion, Inc.) (“Company”), a Delaware corporation with headquarters at 41 West 57th Street (6th floor), New York, New York 10019.

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A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT
Development and Manufacturing Services Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations • New York

THIS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT is made and entered into as of August 17, 2011 (the “Effective Date”) by and between Anterios, Inc., a Delaware corporation having an address at 142 West 57th (Suite 4A), New York, NY 10019, (“Anterios”) and QuaDPharma, a New York corporation having an address at 11342 Main St., Clarence, New York, 14031 (“Manufacturer”).

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A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations • New York

This Exclusive License Agreement is made as of August 29, 2010 (the “Effective Date”) by and between Anterios, Inc., a Delaware corporation having its principal place of business at 142 West 57th Street, Suite 4A, New York, New York 10019 (“Anterios”) and William Coleman, III, MD, an individual having a mailing address of [*] (“Coleman”).

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INDEX TO PATENT LICENSE AGREEMENT LSU FILE 4-01-09
Patent License Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations

This Patent License Agreement (the “Agreement” or the “Patent License Agreement”) is effective as of the 12th day of June, 2008 (the “Effective Date”), between Anterios, Inc. a Delaware corporation, with offices located at 142 West 57th Street, Suite 4A, New York, New York 10019 (“LICENSEE”), and the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, organized and existing under the laws of the State of Louisiana (“LSU”). LICENSEE and LSU agree as follows:

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A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. Second Amendment to Patent License Agreement
Patent License Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations

This second amendment to the PATENT LICENSE AGREEMENT, LSU FILE 4-01-09 (hereinafter referred to as the “Second Amendment”) is entered into between the Board of Supervisors of Louisiana State University and Agricultural and Mechanical College, a public constitutional corporation, organized and existing under the laws of the State of Louisiana (“LSU”); and Anterios, Inc., a Delaware corporation, with offices located at 60 East 42nd St, New York, New York 10165 (“LICENSEE”); and is made as of September 22, 2014.

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A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. Second Amendment to Non-Exclusive License Agreement
License Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations

This second amendment (“Second Amendment”) to the Non-Exclusive License Agreement effective August 13, 2007 by and between the University of Massachusetts, a public institution of higher education of the Commonwealth of Massachusetts as represented by its Dartmouth campus (“University”) and Anterios, Inc. a Delaware corporation with an address of 142 West 57th Street (6th floor), New York, New York 10019 (“Company”) is effective as of August 13, 2010 (the “Second Amendment Effective Date”).

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A request for confidential treatment has been made with respect to portions of the following document that are marked with [*]. The redacted portions have been filed separately with the SEC. CONFIDENTIAL First Amendment to License Agreement UML...
License Agreement • April 27th, 2015 • Anterios Inc • Pharmaceutical preparations

This amendment is entered into between the University of Massachusetts, a public institution of higher education of the Commonwealth of Massachusetts as represented by its Lowell campus and Anterios, Inc. a Delaware corporation with an address of 142 West 57th Street (Suite 4A), New York, New York 10019 and is made as of October 12, 2010.

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