0001193125-12-344128 Sample Contracts

FIRST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • August 8th, 2012 • EnteroMedics Inc • Electromedical & electrotherapeutic apparatus

This First Amendment (the “First Amendment”), effective as of July 10, 2012 (the “First Amendment Effective Date”) is by and between EnteroMedics, Inc., a Minnesota corporation located at 2800 Patton Road, St. Paul MN 55113 (“Supplier”), and Device Technologies Australia Pty Limited, located at Unit 8, 25 Frenchs Forest Road, Frenchs Forest, New South Wales 2086 Australia, with ABN 40 058 091 973 (“Distributor”).

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AMENDMENT NO. 3 TO LICENSE AGREEMENT BETWEEN MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AND ENTEROMEDICS, INC.
License Agreement • August 8th, 2012 • EnteroMedics Inc • Electromedical & electrotherapeutic apparatus

This Amendment No. 3 (the “Amendment No. 3”) is entered into as of Feb 3rd, 2012 (the “Execution Date of Amendment No. 3”) by and between Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation, located at 200 First Street SW, Rochester, Minnesota 55905-0001 (“MAYO”), and EnteroMedics, Inc., a private for-profit corporation located at 2800 Patton Road, Roseville, Minnesota 55113 (“COMPANY”) and amends that certain License Agreement by and between MAYO and COMPANY with an Effective Date as of February 3, 2005 (the “License Agreement”) and Amendment No. 1 to the License Agreement with an Execution Date of February 3rd, 2010 (“Amendment No. 1”) and Amendment No. 2 to the License Agreement with an Execution Date of January 4th, 2011 (“Amendment No. 2”) with the effect of amending, restating and replacing the following provisions in their entirety with the text set forth below:

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