0001047469-13-006083 Sample Contracts

ESPERION THERAPEUTICS, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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ESPERION THERAPEUTICS, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This Indemnification Agreement (“Agreement”) is made as of by and between Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

HDL THERAPEUTICS, INC. INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 28th day of April 2008, by and among HDL Therapeutics, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto, referred to hereinafter as the “Investors” and each individually as an “Investor.”

EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Michigan

THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between ESPERION THERAPEUTICS, INC., a Delaware corporation (the “Company”) and ROGER NEWTON (“Executive”) is made and entered into on December 4, 2012 to be effective as of December 10, 2012 (the “Effective Date”).

WARRANT TO PURCHASE PREFERRED STOCK
Esperion Therapeutics, Inc. • May 14th, 2013 • Pharmaceutical preparations • Michigan

This Warrant is being issued as one of a series of warrants pursuant to the terms of the Convertible Note and Warrant Purchase Agreement, dated as of September 4, 2012, by and among the Company and the purchasers therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the meaning given to such terms in the Purchase Agreement. Unless indicated otherwise, the number and type of shares of capital stock of the Company that Holder may purchase by exercising this Warrant is as follows:

HDL THERAPEUTICS, INC. REGISTRATION RIGHTS AND SECURITYHOLDER AGREEMENT
Registration Rights and Securityholder Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Delaware

THIS REGISTRATION RIGHTS AND SECURITYHOLDER AGREEMENT (the “Agreement”) is entered into as of the 28th day of April 2008, by and between HDL Therapeutics, Inc., a Delaware corporation (the “Company”) and Pfizer, Inc., referred to hereinafter as “Investor.”

LICENSE AGREEMENT between PFIZER, INC. and ESPERION THERAPEUTICS, INC.
License Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • New York

THIS LICENSE AGREEMENT (this “Agreement”), dated as of April 28, 2008 (the “Effective Date”), as amended on November 17, 2010, is by and between Esperion Therapeutics, Inc., a Delaware corporation (“Esperion”), and Pfizer, Inc., a Delaware corporation (“Pfizer”). Esperion and Pfizer are individually referred to herein as a “Party”, and collectively referred to herein as the “Parties”.

FIRST AMENDMENT TO LEASE
Lease • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Michigan

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AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 14th, 2013 • Esperion Therapeutics, Inc. • Pharmaceutical preparations • Delaware

This Amendment No. 1 to Investor Rights Agreement (this “Amendment”) is made as of April 11, 2013, by and among Esperion Therapeutics, Inc., a Delaware corporation (the “Company”), those certain Key Holders of the Company’s Common Stock listed on the signature pages hereto (the “Key Holders”) and the Investors listed on the signature pages hereto (the “Investors”).

January 13, 2012 BY EMAIL Noah Rosenberg, M.D. ADDRESS Re: Executive Employment Agreement Dear Noah:
Esperion Therapeutics, Inc. • May 14th, 2013 • Pharmaceutical preparations • Michigan

On behalf of Esperion Therapeutics, Inc. (the “Company”), I am pleased to offer you the position of the Company’s Chief Medical Officer (“CMO”). The terms and conditions of your employment are set forth in this Executive Employment Agreement (“Agreement”).

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