EX-10.15



 Exhibit 10.15 
 SERVICES AGREEMENT 
 This Services Agreement (the
“Agreement”) is dated as of February 28th, 2013 among Aratana Therapeutics, Inc. (the “Company”), MPM Asset Management LLC (“MPM”), and John W. Vander Vort (“Consultant”).

 Recitals: 
 WHEREAS, the Company would like the Consultant to perform certain professional services for it; 
 WHEREAS, the Consultant is an employee of MPM; and 
 WHEREAS, MPM would like the
Consultant to perform the services for the Company; 
 NOW, THEREFORE, in consideration of the premises and covenants set forth
herein, the parties hereto, intending to be legally bound, do hereby agree as follows: 
 1. Engagement. The Company
hereby engages MPM to provide the services set forth in Section 2 hereof to the Company, and MPM hereby accepts such engagement, on the terms and conditions set forth in this Agreement. 

2. Services. MPM (and specifically Consultant) will provide the services set forth on Exhibit A hereto
(collectively, the “Services”). During the term of this Agreement, MPM will use commercially reasonable efforts to cause Consultant to perform the Services. Consultant shall make himself available to the Company in order to perform
the Services hereunder as specified on Exhibit A. Consultant shall render the Services in a manner that is consistent with the instructions of the Chief Executive Officer of the Company; provided that MPM shall at all times have the sole
right to control the manner of the performance of the Services rendered by Consultant hereunder. 
 3. Term. The term of
MPM’s and Consultant’s engagement hereunder shall be deemed to have commenced on the date that this Agreement is executed by the Company, MPM and Consultant (the “Commencement Date”), and shall continue (unless sooner
terminated in accordance with Section 5) until either party gives to the other party at least 30 days’ prior written notice of the notifying party’s determination to terminate this Agreement, which notice shall specify the date
of termination. 
 4. Compensation. 
 (a) Services Fee. In consideration of the Services to be performed hereunder, MPM shall be paid a services fee (the “Services Fee”) at the rate of $6,250.00 per month payable
monthly in arrears, beginning with the payment for the month of February 2013. The Services Fee may be adjusted from time to time by the written agreement of the Company and MPM, including without limitation as additional personnel and services are
utilized from MPM. As additional consideration for the successful achievement of goals associated with providing the Services, Consultant shall be paid additional consideration as described in Exhibit B (“Additional Consideration”).








 (b) Reimbursement of Expenses. The Company shall reimburse MPM for an amount equal to
the expenses, consistent with MPM’s expense reimbursement policies that are incurred in the performance of the Services by MPM and the Consultant. 
 (c) Entire Compensation. Notwithstanding anything to the contrary set forth herein, other than that certain Services Agreement between the Company and MPM dated January 1, 2011 and the
Administrative Services Agreement between the Company and MPM dates February 19, 2013 (collectively, the “Prior Agreements”), the compensation provided for in this Section 4 shall constitute full payment for the Services to be
rendered by MPM and Consultant to the Company. The Company shall have no obligation to pay any compensation to Consultant, who shall receive all of his compensation from MPM pursuant to his employment relationship with MPM. 

5. Termination. 
 (a) Termination. Each of the Company, MPM and Consultant may terminate this Agreement for any reason or for no reason upon thirty (30) days prior written notice to the other party. 

(b) Obligations upon Termination. In the event that the Company shall terminate this Agreement, the Company shall not have any
further obligation or liability under this Agreement, except for the payment of any Services Fees accrued and any reimbursable expenses incurred by MPM prior to termination. 
 6. Non-Disclosure Agreements. Consultant has executed a Non-Disclosure, Inventions and Non-Solicitation Agreement with MPM (the “Confidentiality Agreement”) that MPM and Consultant
believe protects the disclosure of confidential information of the Company. MPM shall take all reasonable best efforts necessary to ensure that each of its other employees, agents or affiliates who may perform the Services for or on behalf of the
Company or may have any access to the Company’s confidential or proprietary information pursuant to this Agreement signs a Non-Disclosure, Inventions and Non-Solicitation Agreement substantially similar to the Confidentiality Agreement executed
by Consultant. 
 7. Representations and Warranties. 

(a) Representations of the Company. As an inducement to MPM and Consultant to enter into this Agreement, the Company
represents and warrants to MPM and Consultant as follows: 
 (i) The Company is duly organized and validly existing under
the laws of the State of Delaware and has all requisite corporate power to enter into this Agreement. 
 (ii) Neither the
execution and delivery of this Agreement nor the consummation of the transactions contemplated herein nor compliance by the Company with any of the provisions hereof will: (a) violate any order, writ, injunction, decree, law, statute, rule or
regulation applicable to it or (b) require the consent, approval, permission or other authorization of, or qualification or filing with or notice to, any court, arbitrator or other tribunal or any governmental, administrative, regulatory or
self-regulatory agency or any other third party. 

  
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 (iii) This Agreement has been duly executed and delivered by the Company and
constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms. 
 (b)
Representations of Consultant. As an inducement to the Company to enter into this Agreement, Consultant represents and warrants to the Company that Consultant is not a party to or otherwise subject to any agreements or restrictions
that would prohibit Consultant from entering into this Agreement and carrying out the transactions contemplated by this Agreement in accordance with the terms hereof, and this Agreement and the transactions contemplated hereby will not infringe or
conflict with, and are not inconsistent with, the rights of any other person or entity. The parties to this Agreement acknowledge that Consultant’s services are provided in connection with Consultant’s employment relationship with MPM.

 8. Survival of Representations, Warranties and Covenants. The provisions of Sections 5(b) and 6
hereof shall survive the termination of this Agreement. 
 9. Supersedes Other Agreements. Other than the Prior
Agreements, which remain in effect, this Agreement supersedes and is in lieu of any and all other consulting and compensation arrangements among MPM, Consultant and the Company. 

10. No Employment Relationship. The parties hereto acknowledge and agree that Consultant is an employee of MPM and not an
employee of the Company, and nothing herein shall be construed to be inconsistent with this relationship or status. MPM shall have sole responsibility for the payment of all compensation due to Consultant and the withholding of all applicable
federal, state or local taxes or contributions imposed under any unemployment insurance, social security, income tax or other tax law or regulation with respect to MPM’s or Consultant’s performance of Services hereunder. 

11. Amendments. Any amendment to this Agreement shall be made in writing and signed by the parties hereto. 

12. Enforceability. If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then such
provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised from this Agreement, as the case may require, and this Agreement shall be construed
and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so modified or restricted or as if such provision had not been originally incorporated herein, as the case may be. 

13. Governing Law. This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware,
without reference to conflicts of laws principles thereunder. 

  
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 14. Assignment. 

(a) By the Company. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be
binding upon, the successors and assigns of the Company. 
 (b) By MPM or Consultant. This Agreement and the obligations
created hereunder may not be assigned by MPM or Consultant and any such purported assignment shall be null and void ab initio. 
 15. Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent
by certified mail, postage prepaid; by an overnight delivery service, charges prepaid; or by confirmed facsimile; addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by the addressee
to the addressor: 
 If to the Company: 
 Aratana Therapeutics, Inc. 
 c/o MPM Asset Management LLC 

200 Clarendon Street, 54th Floor 
 Boston, Massachusetts 02116 
 Attention: Steven St. Peter 

Facsimile: (617) 425-9201 
 If to MPM or Consultant: 
 MPM Asset Management LLC 

200 Clarendon Street, 54th Floor 
 Boston, Massachusetts 02116 
 Attention: Lauren Cauley, CFO 

Facsimile: (617) 425-9201 

Any party may from time to time change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such
change shall be deemed to have been given until it is actually received by the party sought to be charged with its contents. 

16. Waivers. No claim or right arising out of a breach or default under this Agreement shall be discharged in whole or in
part by a waiver of that claim or right unless the waiver is supported by consideration and is in writing and executed by the aggrieved party hereto or its duly authorized agent. A waiver by any party hereto of a breach or default by the other party
hereto of any provision of this Agreement shall not be deemed a waiver of future compliance therewith, and such provisions shall remain in full force and effect. 
 17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same instrument.


  
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 IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first
above written. 
  

			
	ARATANA THERAPEUTICS, INC.
		
	By:	 	/s/ Steven St. Peter
	Name:	 	Steven St. Peter
	Title:	 	President and CEO
	
	MPM ASSET MANAGEMENT LLC
		
	By:	 	/s/ Ansbert Gadicke
	Name:	 	Ansbert Gadicke
	Title:	 	Managing Director
	
	CONSULTANT
	
	/s/ John W. Vander Vort
	John W. Vander Vort









 EXHIBIT A 

SERVICES 

Consultant will devote approximately thirty percent (30%) of his business time to the Company in connection with helping manage
the Company’s legal processes and outside law firms. 







 EXHIBIT B 

ADDITIONAL CONSIDERATION 
 Restricted Stock Grant. 
 40,000 shares of restricted stock will be granted
on February 28th, 2013 (subject to Board approval) vesting ratably over 24 months (subject to 12 month acceleration on Initial Public Offering and full acceleration on Change of Control) on terms consistent with the Company’s
Plan.