AMENDMENT NO. 1 TO LEASE

Exhibit 10.2

AMENDMENT NO. 1 TO LEASE

THIS AMENDMENT NO. 1 TO LEASE (this “Amendment”) is made and entered into effective as of May 1, 2014, 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 State of Delaware (“Tenant”). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Lease (as defined below).

RECITALS

WHEREAS, the Landlord and the Tenant are parties to that certain lease, effective as of May 1, 2013 (the “Lease”); and

WHEREAS, in accordance with Section 37 of the Lease, the Landlord and the Tenant desire to amend the Lease as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AMENDMENT

1. AMENDMENTS TO LEASE.

1.1 Amendment to Section 1.A 3) (Definitions - Premises). Section 1.A 3) of the Lease is hereby amended and restated in its entirety to read as follows:

3) Premises. a) Except for Office 104 and Office 204, all of the office space within the building (as described in Section 1.A 4) Building), on an exclusive access basis, b) the Shared Access areas on the first floor and basement, and b) twenty (20) parking spaces.

1.2 Amendment to Section 1.A 10) (Definitions - Rent). Section 1.A 10) of the Lease is hereby amended and restated in its entirety to read as follows:

10) Rent. $115,000 per year. The first installment of $24,916.67 shall be paid upon execution of the Amendment (for the period from January 1, 2014 to May 30, 2014) and then $9,583.33 monthly, in advance, on the first day of each month of the Lease Term (for the period from June 1, 2014 through September 30, 2015). To the extent that the Landlord generates a positive net income in any tax year during the Term (excluding for this purpose the effect of an activity, if any, carried on by the Landlord that is not undertaken in connection with the lease of the Building contemplated by this Lease), Landlord agrees to make a charitable contribution in the amount of such positive net income to a charity of the Tenant’s choosing.

1.3 Amendment to Section 3.A (Leasing and Payment of Rent). Section 3.A of the Lease is hereby amended and restated in its entirety to read as follows:

A. Landlord leases to Tenant and Tenant rents from Landlord the Premises for the Term and upon the Rent as defined in Section 1.

2. NO OTHER AMENDMENT. Except as specifically amended by this Amendment, the terms and conditions of the Lease shall remain unchanged and in full force and effect.

3. COUNTERPARTS; EXECUTION BY FACSIMILE. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The exchange of copies of this Amendment and of signature pages thereto by facsimile transmission or by e-mail transmission in portable digital format, or similar format, shall constitute effective execution and delivery of such instrument(s) by the parties and may be used in lieu of the original Amendment for all purposes.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their respective names by their duly authorized representatives as of the date indicated below.

LANDLORD:
MPM HEARTLAND HOUSE, LLC
A Delaware Limited Liability Company
		By:		/s/ Xxxxxx St. Xxxxx
		Name:		Xxxxxx St. Xxxxx
		Title:		Vice President
		Date:		May 7, 2014
TENANT:
ARATANA THERAPEUTICS, INC.
A Delaware Corporation
		By:		/s/ Xxxxx X. Xxxxxx
		Name:		Xxxxx X. Xxxxxx
		Title:		Chief Financial Officer and Treasurer
		Date:		May 7, 2014

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