0001144204-11-034283 Sample Contracts

AMENDMENT NO. 7 TO EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • June 7th, 2011 • Ventrus Biosciences Inc • Pharmaceutical preparations

WHEREAS, the Licensor and the Licensee have entered into that certain Exclusive License Agreement, dated as of March 23, 2007, as amended by Amendment No. 1 to Exclusive License Agreement dated as of July 24, 2008, Amendment No. 2 to Exclusive License Agreement dated as of November 20, 2008, Amendment No. 3 to Exclusive License Agreement dated as of June 1, 2009 (“Amendment No. 3”), Amendment No. 4 to Exclusive License Agreement dated as of December 18, 2009 (“Amendment No. 4”), Amendment No. 5 to Exclusive License Agreement dated as of June 24, 2010 and Amendment No. 6 to Exclusive License Agreement dated as of August 30th, 2010 (“Amendment No. 6”), and as supplemented by those certain side letters dated as of October 27, 2008, November 20, 2008, and January 22, 2009 (as amended, restated, supplemented or otherwise modified to date the “License Agreement”);

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ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 7th, 2011 • Ventrus Biosciences Inc • Pharmaceutical preparations • New York

This Asset Purchase Agreement is entered into as of the 3rd day of June 2011, by and between Sam Amer & Co, Inc. a California company (“Seller”), and Ventrus Biosciences, Inc., a Delaware corporation (“Buyer”). Buyer and Seller are referred to individually as a “Party” and collectively herein as the “Parties.”

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