0001193125-14-118800 Sample Contracts

AMENDMENT NO. 5 TO LICENSE AGREEMENT BETWEEN MAYO FOUNDATION FOR MEDICAL EDUCATION AND RESEARCH AND ENTEROMEDICS, INC.
License Agreement • March 27th, 2014 • EnteroMedics Inc • Electromedical & electrotherapeutic apparatus

This Amendment No. 5 (the “Amendment No. 5”) is entered into as of February 3rd, 2014 (the “Execution Date of Amendment No. 5”) 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”), Amendment No. 2 to the License Agreement with an Execution Date of January 4th, 2011 (“Amendment No, 2”), Amendment No. 3 to the License Agreement with an Execution Date of February 3rd, 2012 (“Amendment No. 3”), and Amendment No. 4 to the License Agreement with and Execution Date of February 3rd, 2013 with the

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