EX-10.23



 Exhibit 10.23 
 RAQUALIA PHARMA, INC. 
 5-2 Taketoyo, Aichi 470-2341 
 Japan 

July 12, 2012 
 ARATANA
THERAPEUTICS, INC. 
 1901 Olathe Boulevard 
 Kansas City, KS 66103 
 Attention: David K. Rosen 

 

	Re:	Confirmation of Consent for RQ-00000008 Technology 

 Dear Dr. Rosen: 
 This letter agreement (“Agreement”) is intended to
confirm the mutual understandings and agreements between RAQUALIA PHARMA, INC., a Japanese corporation (“RaQualia”), and ARATANA
THERAPEUTICS, INC., a Delaware corporation (“Aratana”), with respect to certain matters pertaining to RQ-00000008. RaQualia and Aratana are referred to herein collectively as the
“Parties”. 
 The Parties hereby agree as follows: 
 1. Definition. As used in this Agreement: 
 1.1 “Aratana’s
Field of Use” means the field of animal health. 
 1.2 “License Agreement” means the
Exclusive IP License Agreement for RQ-00000007 dated December 27, 2010 between the Parties. 
 2. RaQualia’s Rights and
Technology. RaQualia owns certain rights and technology pertaining to an EP4 antagonist for treating acute and chronic pain, including all analogs, formulations thereto, and related back-up programs thereto (collectively, “RQ-00000007
Technology”). RaQualia has developed another EP4 antagonist known as RQ-00000008 which is useful for treating acute and chronic pain and therefore could be competitive with RQ-00000007 and owns certain rights and technology pertaining
to the EP4 antagonist for treating acute and chronic pain, including all analogs, formulations thereto, and related back-up programs with all intellectual property and know how. (collectively, “RQ-00000008 Technology”).

 3. Confirmation of Consent. RaQualia agrees that neither RaQualia nor any of its affiliates will market, manufacture, sell, or
distribute any product based on the RQ-00000008 Technology for use in the Aratana’s Field of Use, assist any third party to engage in any of the foregoing activities, or license, provide, or otherwise permit any third party to use any
RQ-00000008 Technology to research, develop, use, market, manufacture, sell, or distribute any product in the Aratana’s Field of Use. 

4. Term. This Agreement will take effect on the signatory date, and remain in effect until the termination of the License Agreement. 







 5. Governing Law; Arbitration. This Agreement shall be construed in accordance with and governed in
all respects by the laws of the State of New York, USA. Any dispute, controversy or claim arising out of or in connection with this Agreement, or breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the
commercial arbitration rules of the International Chamber of Commerce (“ICC”). The arbitral tribunal shall be composed of three arbitrators, one to be appointed by RaQualia and one to be appointed by Aratana and the chairman to be
appointed by the two arbitrators. If the Parties have not appointed their arbitrators within three (3) weeks from the request of the other party, or the two arbitrators have not agreed on the chairman within three (3) weeks after their
appointment, the ICC shall appoint the arbitrator or the chairman, as the case may be. In the event arbitration is requested by RaQualia, the place of arbitration shall be New York, USA; in the event arbitration is requested by Aratana, the place of
arbitration shall be Tokyo, Japan. The arbitration proceedings will be conducted in English. Any arbitration decision rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. 

6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed counterpart of this letter agreement by facsimile (or similar electronic means) shall be equally as effective as delivery of an original executed counterpart of this letter
agreement. 
 7. Entire Agreement. This Agreement constitutes and contains the entire agreement and understanding of the Parties with
respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the Parties respecting the subject matter hereof. 

 

	
	Sincerely,
	
	RAQUALIA PHARMA, INC.
	
	 /s/ Atsushi Nagahisa

	Atsushi Nagahisa
	President and Chief Executive Officer

  

			
	Acknowledged and agreed to by:
	
	ARATANA THERAPEUTICS, INC.
		
	By:	 	 /s/ David K. Rosen

		 	David K. Rosen
		 	President & COO