UNDERWRITING AGREEMENT Zeltiq Aesthetics, Inc. [ ] Shares of Common Stock Underwriting AgreementUnderwriting 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”.
THE GENERAL HOSPITAL CORPORATION AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT MGH Amended and Restated Agreement No: MGH Case No.: 1814Exclusive License Agreement • October 11th, 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”).
AMENDMENT No. 1 to EXCLUSIVE LICENSE AGREEMENT MGH Amendment Agreement No: 2006A20644 MGH Case No: 1814Exclusive 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”).
The GENERAL HOSPITAL CORPORATION EXCLUSIVE LICENSE AGREEMENT MGH Agreement No: 2004A18936 MGH Case No: 1814Exclusive 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.”
AMENDMENT No. 2 to EXCLUSIVE LICENSE AGREEMENT MGH Amendment Agreement No: MGH Case No.: 1814Exclusive License Agreement • October 11th, 2011 • Zeltiq Aesthetics Inc • Electromedical & electrotherapeutic apparatus
This Amendment No. 2 (“AMENDMENT NO. 2”), effective as of May 17TH, 2010, (“AMENDMENT NO. 2 EFFECTIVE DATE”), amends the Exclusive License Agreement, MGH Agreement No. 2004A18936, dated May 17, 2005, and any subsequent amendments including an Amendment No. 1 effective as of January 23rd, 2006 (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, which changed its name to Zeltiq Aesthetics, Inc., a Delaware corporation, having a principal place of business at 4698 Willow Road, Pleasanton, CA 94588 (“COMPANY”).
