STOCK PURCHASE AGREEMENT by and among ARATANA THERAPEUTICS, INC. AS PARENT AND WILDCAT ACQUISITION B.V.B.A. AS BUYER AND THE SELLERS SET FORTH ON ANNEX A AND THUJA CAPITAL HEALTHCARE FUND B.V. AS SELLERS’ REPRESENTATIVE Dated January 6, 2014Stock Purchase Agreement • January 7th, 2014 • Aratana Therapeutics, Inc. • Pharmaceutical preparations
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into on January 6, 2014, by and among Aratana Therapeutics, Inc., a Delaware corporation (“Parent”), Wildcat Acquisition B.V.B.A., a besloten vennootschap met beperkte aansprakelijkheid under Belgian law with registered offices at 3001 Leuven, Ambachtenlaan 1 (CBE no. 543.762.994) (“Buyer”), the persons listed as Sellers on Annex A hereto (collectively referred to herein as the “Sellers” and individually as a “Seller”), and Thuja Capital Healthcare Fund B.V., as Sellers’ Representative (as defined in Section 6.8(a)).
PROMISSORY NOTEPromissory Note • January 7th, 2014 • Aratana Therapeutics, Inc. • Pharmaceutical preparations
FOR VALUE RECEIVED, Wildcat Acquisition BVBA, a besloten vennootschap met beperkte aansprakelijkheid under Belgian law with registered offices at Ambachtenlaan 1, 3001 Leuven (CBE no. 0543.762.994) (“Maker”) and wholly owned subsidiary of Aratana Therapeutics Inc., a Delaware corporation (“Guarantor”), promises to pay to Thuja Capital Healthcare Fund B.V. (the “Payee”), in its capacity as Sellers’ Representative and acting on behalf of the persons listed as Sellers on Annex A to the Stock Purchase Agreement dated January 6, 2014 by and among the Guarantor, Maker, the aforementioned Sellers and Thuja Capital Healthcare Fund B.V. as Sellers’ Representative (as it may be amended, supplemented or modified from time to time, the “Stock Purchase Agreement”), the principal sum of Eleven Million Euro (€11,000,000) (the outstanding principal amount of this Note, the “Principal Amount”) in accordance with the provisions of this Promissory Note (this “Note”). This Note is being issued pursuant to
