LOAN AND SECURITY AGREEMENT NO. 1991

EXHIBIT F

OFFICER’S CERTIFICATE

The undersigned, to induce LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”), to extend or continue financial accommodations to KYTHERA BIOPHARMACEUTICALS, INC., a Delaware corporation (the “Borrower”) pursuant to the terms of that certain Loan and Security Agreement dated March 21, 2011 (the “Loan Agreement”), hereby certifies that on the date hereof:

1.                                      I am the duly elected and acting                            of Borrower.

2.                                      I am a Responsible Officer as that term is defined in the Loan Agreement.

3.                                      The information submitted herewith is in fact what it purports to be.

4.                                      The information delivered herewith is true, correct and complete.

5.                                      Borrower is currently able to meet its obligations as they come due.

6.                                      I understand that Lender is relying upon the truthfulness, accuracy and completeness hereof in connection with the Loan Agreement.

7.                                      I will advise you if it comes to my attention that, as of the date hereof, the information submitted herewith was not in fact true, correct and complete.

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate on                               .

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EXHIBIT G

AUTHORIZATION FOR AUTOMATIC PAYMENT

The undersigned KYTHERA BIOPHARMACEUTICALS, INC. (“Borrower”) authorizes LIGHTHOUSE CAPITAL PARTNERS VI, L.P. and any and all affiliated funds (collectively, “Lender”) and the bank / financial institution (“Bank”) named below to initiate variable debit and/or credit entries to Borrower’s deposit, checking or savings accounts as designated below and to cause funds transfers to an account of Lender as payment of any and all amounts due under the Loan and Security Agreement between Borrower and Lender dated March 21, 2011 (the “Loan Agreement”).

1.                                      Lender is hereby authorized to initiate variable debit and/or credit transactions and resulting funds transfers in Borrower’s designated accounts with respect to amounts calculated by Lender to be due and owing to Lender by Borrower periodically under the Loan Agreement.  Borrower consents to all such debit and/or credit transactions and resulting funds transfers and hereby authorizes Lender to take all such actions as may be required by Bank with respect to such transactions. Borrower acknowledges and agrees that such credit and/or debit entries may be made in amounts due under the Loan Agreement in order to cause timely payments as required by the terms of the Loan Agreement.

2.                                      Borrower hereby authorizes Lender to release to Bank all information concerning Borrower that may be necessary or desirable for Bank to investigate or recover any erroneous funds transfers that may occur.

3.                                      Borrower acknowledges and agrees that all such debit and/or credit transactions and funds transfers are intended to be made through an Automated Clearing House system and in compliance with the NACHA Rules and in compliance with Bank’s security procedures.

4.                                      Borrower represents and warrants that the account information set forth below is accurate and complete and that each of the account(s) set forth below is a business account maintained in Borrower’s name and for Borrower’s account.

This Consent shall be effective as of March 21, 2011 and shall remain in effect until the Loan Agreement has been terminated. Any cancellation by Borrower of this consent shall (i) be made in writing and (ii) delivered to Bank and Lender in such time as to afford Bank and Lender a reasonable opportunity to act on said cancellation.

Copy of a voided check is attached to this form

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EXHIBIT H

NEGATIVE PLEDGE AGREEMENT

THIS NEGATIVE PLEDGE AGREEMENT is made as of March 21, 2011, by and between KYTHERA BIOPHARMACEUTICALS, INC. (“Borrower”) and LIGHTHOUSE CAPITAL PARTNERS VI, L.P. (“Lender”).

In consideration of the Loan and Security Agreement between the parties of proximate date herewith (the “Loan Agreement”), Borrower agrees as follows:

Except as otherwise permitted in the Loan Agreement, Borrower shall not sell, transfer, assign, mortgage, pledge, lease, grant a security interest in, or encumber any of Borrower’s Intellectual Property, including, without limitation, the following:

(a)                                 Any and all copyright rights, copyright applications, copyright registration and like protection in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret, now or hereafter existing, created, acquired or held (collectively, the “Copyrights”);

(b)                                 Any and all trade secrets, and any and all intellectual property rights in computer software and computer software products now or hereafter existing, created, acquired or held;

(c)                                  Any and all design rights which may be available to Borrower now or hereafter existing, created, acquired or held;

(d)                                 All patents, patent applications and like protections, including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, including, without limitation, the patents and patent applications (collectively, the “Patents”);

(e)                                  Any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks (collectively, the “Trademarks”);

(f)                                   Any and all claims for damages by way of past, present and future infringements of any of the rights included above, with the right, but not the obligation, to sue for an collect such damages for said use or infringement of the intellectual property rights identified above;

(g)                                 Any and all licenses or other rights to use any of the Copyrights, Patents or Trademarks and all license fees and royalties arising from such use to the extent permitted by such license or rights

(h)                                 Any and all amendments, extensions, renewals and extensions of any of the Copyrights, Patents or Trademarks; and

(i)                                    Any and all proceeds and products of the foregoing, including, without limitation, all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

For the avoidance of doubt, Borrower shall at all times be permitted to enter into licenses of Intellectual Property.  It shall be an Event of Default under the Loan Agreement if there is a breach of any term of this Negative Pledge Agreement.

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EXHIBIT I

CONTROL AGREEMENT

[In form and substance acceptable to Lender in its reasonable discretion]

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Account Numbers: XXXXXX

DEPOSIT ACCOUNT CONTROL AGREEMENT

This Deposit Account Control Agreement (“Agreement”) is entered into as of the above date among Silicon Valley Bank (“Bank”), Creditor identified above (“Creditor”), and Customer identified above (“Customer”).

All parties agree as follows:

1.                                      Deposit Account. Bank maintains one or more demand, time, savings, passbook, certificates of deposit or other similar accounts that are identified above in which Customer has an interest (collectively, the “Account”). The Deposit Account (as defined below) is subject to Bank’s Deposit Agreement and Disclosure Statement (the “Deposit Agreement”), provided that, in the case of any conflict between the terms of this Agreement and the Deposit Agreement, the terms of this Agreement will prevail. The parties acknowledge that the Deposit Account constitutes a “deposit account” within the meaning of Section 9102 of the Uniform Commercial Code of the State of California (the “UCC”), and Bank is a “bank” within the meaning of Section 9102 of the UCC. Bank’s jurisdiction for purposes of Section 9304 of the UCC is California. The provisions of this Agreement constitute “control” over the Deposit Account within the meaning of Section 9104 of the UCC.

2.                                      Security Interests. Pursuant to a security agreement or similar agreement, Customer has granted to Creditor a security interest in the Account and in all cash, funds, items, instruments, and any other amounts now or later deposited into or held therein (collectively, the “Deposit Account”). Bank acknowledges the lien on and security interest in the Deposit Account granted by Customer to Creditor.

[For Bank use only - Bank representative to check box, if necessary, and insert initials.]

(a)                                 o Other than as set forth in Section 6 below, Bank does not have a security interest in the Deposit Account.             [DLM initials]

(b)                                 o Bank has a security interest in the Deposit Account.             [DLM initials]

If the box is Section 2(b) above is checked, the priorities of Creditor’s security interest and Bank’s security interest in the Deposit Account are governed by an intercreditor or other similar agreement between Bank and Creditor.

3.                                      Other Deposit Control Agreements.

[For Bank use only - Bank representative to check appropriate box below and insert initials.]

(a)                                 o Bank has not entered into any other control agreement governing the Deposit Account with any other party.               [DLM initials]

(b)                                 o Bank has entered into other control agreement(s) governing the Deposit Account with the following party or parties:

[DLM initials]

Bank agrees that it will not enter into a control agreement with any other party with respect to the Deposit Account without Creditor’s prior written consent.

4.                                      Customer’s Rights in Deposit Account. Creditor has control over the Deposit Account, provided that, until Bank receives a Notice of

SVB Deposit Account Control Agreement (October 2008)

Exclusive Control (as described and set forth in Section 13(b) below), Customer will be entitled to draw items on and to withdraw or otherwise direct the disposition of funds from the Deposit Account. So long as this Agreement is in effect, Customer may not close the Deposit Account without Creditor’s prior written consent. Bank may close the Deposit Account in accordance with the Deposit Agreement and as may be required by applicable law. After Bank receives a Notice of Exclusive Control, Bank will notify Creditor not less than thirty (30) calendar days prior to closing the Deposit Account in non-emergency circumstances and substantially contemporaneously with closing the Deposit Account in emergency circumstances (for example, in response to fraud or returned items), unless prohibited by law. Customer will notify Creditor promptly if Bank closes the Deposit Account.

5.                                      Creditor’s Control of Deposit Account. Except as permitted in Section 6 hereof, after Bank receives a Notice of Exclusive Control and has reasonable opportunity to comply with it, but no later than two Business Days (as defined below) after the Notice of Exclusive Control has been validly given (in accordance with Section 13(b) below), Bank and Customer agree that: (a) Bank will comply only with Creditor’s instructions as to the withdrawal or disposition of any funds credited to the Deposit Account and to any other matters relating to the Deposit Account, without Customer’s further consent, and (b) Bank will not comply with any instructions from Customer concerning the Deposit Account or any funds therein. Bank shall have no duty to inquire or determine whether Creditor is entitled to send a Notice of Exclusive Control. Creditor’s instructions may include the giving of stop payment orders for any items being presented to the Deposit Account for payment. Bank will be fully entitled to rely upon such instructions from Creditor even if such instructions are contrary to any instructions or demands given by Customer. Customer confirms that Bank (x) should follow instructions from Creditor even if the result of following such instructions is that Bank dishonors items presented for payment from the Deposit Account, and (y) will have no liability to Customer for wrongful dishonor of such items in following such instructions from Creditor. For purposes of this Agreement, “Business Day” means a day on which Bank is open to the public for business and is measured in a 24 hour increment.

6.                                      Priorities of Security Interests; Rights Reserved by Bank.

(a)                                 Creditor agrees that nothing herein subordinates or waives, and that Bank expressly reserves, any and/or all of Bank’s present and future rights (whether described as rights of setoff, banker’s liens, chargeback or otherwise, and whether available to Bank under the law or under any other agreement between Bank and Customer concerning the Deposit Account) with respect to:

(i)                                     the face amount of a check, draft, money order, instrument, wire transfer of funds, automated clearing house entry, credit from a merchant card transaction, other electronic transfer of funds or other item (A) deposited in or credited to the Deposit Account, whether before or after the date of this Agreement, and returned unpaid or otherwise uncollected or subject to an adjustment entry, whether for insufficient funds or for any other reason and without regard to the timeliness of the return or adjustment or the occurrence or timeliness of any other person’s notice of nonpayment or adjustment, (B) subject to a claim against the Bank for breach of transfer, presentment, encoding, retention or other warranty under Federal Reserve Regulations or Operating Circulars, clearing house rules, the UCC or other applicable law, or (C) for a merchant card transaction, against which a contractual demand for chargeback has been made (“Returned Items”);

(ii)                                  service charges, fees or expenses payable or reimbursable to the Bank in connection with the Deposit Account or any related services (“Account Charges”); and

(iii)                               any adjustments or corrections of any posting or encoding errors (“Adjustments”).

(b)                                 Creditor agrees that notwithstanding receipt of the Notice of Exclusive Control, Bank may exercise Bank’s rights and remedies in connection with any liens or claims it may have in or on the Deposit Account as described in this Section 6.

7.                                      Statements. At Customer’s expense, Bank will send copies of all statements sent to Customer for the Deposit Account to Creditor at Creditor’s address set forth below Creditor’s signature at the end of this Agreement. Until this Agreement is terminated, Customer authorizes Bank to disclose to Creditor at Creditor’s request any information concerning the Deposit Account, including but not limited to the identity of any other party with which Customer and Bank have executed control agreements.

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8.                                      Returned Items, Account Charges, and Adjustments. Bank may debit the Deposit Account for Returned Items, Account Charges and Adjustments. If at any time after Creditor exercises exclusive control over the Deposit Account (a) funds are not available in the Deposit Account to cover the amount of any Returned Item, Account Charge or Adjustment, and (b) Customer fails to pay such amount within fifteen (15) Business Days of Bank’s written demand therefor, then Creditor agrees that it will pay, within ten (10) Business Days of a written demand by Bank, amounts owed for each such Returned Item, Account Charge or Adjustment that is not paid in full by Customer up to the amount of the proceeds received by Creditor from the Deposit Account, provided that Bank must make a demand from Creditor within 180 days of termination of this Agreement.

9.                                      Indemnity and Hold Harmless of Bank by Customer. Customer hereby agrees to indemnify and hold harmless Bank, its affiliates and their respective directors, officers, agents and employees (each, an “Indemnified Person”) against any and all claims, causes of action, liabilities, lawsuits, demands and damages (each, a “Claim”) asserted by Creditor or any other party (other than an Indemnified Person), including without limitation, any and all court costs and reasonable attorneys’ fees, in any way related to or arising out of or in connection with this Agreement; provided that no Indemnified Person shall be entitled to be indemnified to the extent that such Claims result from the gross negligence or willful misconduct of such Indemnified Person.

10.                               Indemnification and Hold Harmless of Bank by Creditor. To the extent that an Indemnified Person is not promptly indemnified by Customer, Creditor shall indemnify and hold harmless such Indemnified Person against any and all Claims (including reasonable attorneys’ fees) asserted by persons other than an Indemnified Person and arising from any Notice of Exclusive Control from Creditor except to the extent such Claims result from the gross negligence or willful misconduct of Bank or any other Indemnified Person; provided that in no event shall Creditor be liable for any special, indirect, consequential or punitive damages, or lost profits. Creditor agrees that Bank is released from any and all liabilities to the Creditor arising from the terms of this Agreement except to the extent such liabilities arise from Bank’s or another Indemnified Person’s gross negligence or willful misconduct.

11.                               Limitation of Liability. IN NO EVENT SHALL BANK BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES RELATING TO THIS AGREEMENT WHETHER ANY CLAIM IS BASED ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION ANY THEORY IN CONTRACT OR TORT) AND WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO BANK AND REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION.

12.                               Amendments. This Agreement and all exhibits attached hereto may be amended only by a written agreement signed by Bank, Creditor, and Customer.

13.                               Notices.

(a)                                 Any notice, other than a Notice of Exclusive Control, or other communication provided for or allowed hereunder shall be in writing and shall be considered to have been validly given (i) when received if delivered personally (whether by messenger, hand delivery or otherwise) or by overnight delivery or by facsimile to the recipient to the address or facsimile number set forth below the signature of the applicable party hereto, or (ii) 72 hours after being deposited in the United States mail, registered or certified, postage prepaid, return receipt requested, if sent to the address and addressee as set forth below the signature of the applicable party hereto. The addresses and facsimile numbers to which notices or other communications are to be given (including statements delivered pursuant to Section 7 and a Notice of Exclusive Control pursuant to Section 13(b) below) may be changed from time to time by notice given as provided herein.

(b)                                 A Notice of Exclusive Control shall be in writing, must be in the form set forth in Exhibit A hereto, must be delivered to the address listed below Bank’s signature at the end of this Agreement via hand delivery, messenger, overnight delivery or facsimile, and shall be considered to have been validly given when actually received, except that a facsimile will be considered to have been validly given only when acknowledged in writing by Bank (Bank agrees that it will use its good faith effort to promptly acknowledge receipt of such facsimile). To the extent Creditor does not deliver the Notice of Exclusive Control as set forth in this Section 13 or to the address listed below Bank’s signature at the end of this Agreement, Creditor (a) acknowledges that Bank may not be able to respond to such Notice of Exclusive Control pursuant to Section 5 above, and (b) agrees that Bank will not be held liable for any failure to respond to such Notice of Exclusive Control.

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(c)                                  If deemed necessary by Bank to enable Bank to comply with the provisions of §326 of the USA PATRIOT Act, Creditor agrees that it will provide Bank with a copy of its formation documentation when delivering a Notice of Exclusive Control, unless such documentation has previously been provided to Bank, and Bank can verify that such documentation is still maintained in Bank’s files (provided that no such request by Bank shall delay the effectiveness of any such Notice of Exclusive Control).

14.                               Integration Provision. This Agreement constitutes the entire agreement among Bank, Customer and Creditor with respect to Creditor’s control over the Deposit Account and matters related thereto, and all prior communications, whether verbal or written, between any of the parties hereto with respect to the subject matter hereof shall be of no further effect or evidentiary value.

15.                               Counterparts. This Agreement may be signed in counterparts that, when signed by all parties, shall constitute one agreement.

16.                               Relationship of the Parties. Nothing in this Agreement shall create any agency or fiduciary relationship between Customer, Creditor and Bank.

17.                               Governing Law and Jurisdiction. The parties hereto agree that this Agreement shall be governed exclusively under and in accordance with the laws of the State of California. All parties hereto each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California.

18.                               Jury Trial Waiver. CUSTOMER, CREDITOR, AND BANK EACH WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time out of or based upon this Agreement or any transaction contemplated herein shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County, California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and order applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

19.                               Successors. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or heirs and personal representatives. Customer may not assign this Agreement without the prior written consent of Creditor and Bank. Creditor

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may assign this Agreement upon written notice to Bank; provided, that such assignee must assume in writing or by operation of law all of Creditor’s obligations under this Agreement. Bank may assign this Agreement upon written notice to Creditor (which shall be given to Creditor at the same time such notice is provided to Customer); provided, that such assignee must assume in writing or by operation of law all of Bank’s obligations under this Agreement.

20.                               Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Bank and any other party to this agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and other reasonable costs and expenses incurred, in addition to any other relief to which it may be entitled.

21.                               Termination; Survival. Customer may terminate this Agreement only with the written consent of Creditor. Creditor may terminate this Agreement by giving Bank and Customer written notice of termination. Bank may terminate this Agreement by giving Creditor and Customer thirty (30) calendar days’ prior written notice of termination unless termination is a result of Bank’s closure of the Deposit Account pursuant to its rights set forth in the Deposit Agreement or in accordance with applicable law, in which case, Creditor’s receipt of notice shall be governed by Section 4 hereof. Subject to the foregoing, this Agreement automatically terminates when the Deposit Account closes. Sections 9, 10, 11, 17, 18 and 20 shall survive the termination of this Agreement.

[Signature page follows.]

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* Pursuant to §326 of the USA PATRIOT Act, Bank is required to obtain a Tax Identification Number (TIN) from all parties to this Agreement.

Exhibit A

Notice of Exclusive Control

Pursuant to the Deposit Account Control Agreement dated                                             (“Agreement”) entered among Bank, Customer and Creditor, Creditor hereby notifies Bank of Creditor’s exercise of Creditor’s rights under the Agreement and directs Bank to cease complying with instructions or any directions originated by Customer or its agents.

Creditor agrees that it will provide Bank with a copy of its formation documentation when delivering a Notice of Exclusive Control if deemed necessary by Bank to enable Bank to comply with the provisions of §326 of the USA PATRIOT Act (provided that no such request by Bank shall delay the effectiveness of any such Notice of Exclusive Control).

Blocked Account Control

Agreement (“Shifting Control”) | JPMORGAN CHASE BANK, N.A.

AGREEMENT dated as of March      2011, by and among Kythera Biopharmaceuticals, Inc. (“Company”), Lighthouse Capital Partners VI, L.P. (“Lender”) and JPMorgan Chase Bank, N.A. (“Depositary”).

The parties hereto refer to Account No. XXXXXX in the name of Company maintained at Depositary (the “Account”) and hereby agree as follows:

1.   Company and Lender notify Depositary that by separate agreement Company has granted Lender a security interest in the Account and all funds on deposit from time to time therein. Depositary acknowledges being so notified.

2.   Prior to the Effective Time (as defined below) Depositary shall honor all withdrawal, payment, transfer or other fund disposition or other instructions which the Company is entitled to give under the Account Documentation (as hereinafter defined) (collectively, “instructions”) received from the Company (but not those from Lender) concerning the Account. On and after the Effective Time (and without Company’s consent), Depositary shall honor all instructions received from Lender (but not those from Company) concerning the Account and Company shall have no right or ability to access or withdraw or transfer funds from the Account.

For the purposes hereof, the “Effective Time” shall be the opening of business on the second business day next succeeding the business day on which a notice purporting to be signed by Lender in substantially the same form as Exhibit A, attached hereto, with a copy of this Agreement attached thereto (a “Shifting Control Notice”), is actually received by the unit of Depositary to whom the notice is required hereunder to be addressed; provided, however, that if any such notice is so received after 12:00 noon, Eastern time, on any business day, the “Effective Time” shall be the opening of business on the third business day next succeeding the business day on which such receipt occurs; and, provided further, that a “business day” is any day other than a Saturday, Sunday or other day on which Depositary is or is authorized or required by law to be closed.

Notwithstanding the foregoing: (i) all transactions involving or resulting in a transaction involving the Account duly commenced by Depositary or any affiliate prior to the Effective Time and so consummated or processed thereafter shall be deemed not to constitute a violation of this Agreement; and (ii) Depositary and/or any affiliate may (at its discretion and without any obligation to do so) (x) cease honoring Company’s instructions and/or commence honoring solely Lender’s instructions concerning the Account at any time or from time to time after it becomes aware that Lender has sent to it a Shifting Control Notice but prior to the Effective Time therefor (including without limitation halting, reversing or redirecting any transaction referred to in clause (i) above), or (y) deem a Shifting Control Notice to be received by it for purposes of the foregoing paragraph prior to the specified unit’s actual receipt if otherwise actually received by Depositary (or if such Shifting Control Notice does not comply with the form attached hereto as Exhibit A or does not attach an appropriate copy of this Agreement), with no liability whatsoever to Company or any other party for doing so.

3.   This Agreement supplements, rather than replaces, Depositary’s deposit account agreement, terms and conditions and other standard documentation in effect from time to time with respect to the Account or services provided in connection with the Account (the “Account Documentation”), which Account Documentation will continue to apply to the Account and such services, and the respective rights, powers, duties, obligations, liabilities and responsibilities of the parties thereto and hereto, to the extent not expressly conflicting with the provisions of this Agreement (however, in the event of any such conflict, the provisions of this Agreement shall control). Prior to issuing any instructions on or after the Effective Time, Lender shall provide Depositary with such documentation as Depositary may reasonably request to establish the identity and authority of the individuals issuing instructions on behalf of Lender. Lender may request the Depositary to provide other services (such as automatic daily transfers) with respect to the Account on or after the Effective Time; however, if such services are not authorized or otherwise covered under the Account Documentation, Depositary’s decision to provide any such services shall be made in its sole discretion (including without limitation being subject to Company and/or Lender executing such Account Documentation or other documentation as Depositary may require in connection therewith).

4.   Depositary agrees not to exercise or claim any right of offset, banker’s lien or other like right against the Account for so long as this Agreement is in effect except with respect to (i) returned or charged-back items, reversals or cancellations of payment orders and other electronic fund transfers or other corrections or adjustments to the Account or transactions therein, (ii) overdrafts in the Account or (iii) Depositary’s charges, fees and expenses with respect to the Account or the services provided hereunder.

5.   Notwithstanding anything to the contrary in this Agreement: (i) Depositary shall have only the duties and responsibilities with respect to the matters set forth herein as is expressly set forth in writing herein and shall not be deemed to be an agent, bailee or fiduciary for any party hereto; (ii) Depositary shall be fully protected in acting or refraining from acting in good faith without investigation on any notice (including without limitation a Shifting Control Notice), instruction or request purportedly furnished to it by Company or Lender in accordance with the terms hereof, in which case the parties hereto agree that Depositary has no duty to make any further inquiry whatsoever; (iii) it is hereby acknowledged and agreed that Depositary has no knowledge of (and is not required to know) the terms and provisions of the separate agreement referred to in paragraph 1 above or any other related documentation or whether any actions by Lender (including without limitation the sending of a Shifting Control Notice), Company or any other person or entity are permitted or a breach thereunder or consistent or inconsistent therewith, (iv) Depositary shall not be liable to any party hereto or any other person for any action or failure to act under or in connection with this Agreement except to the extent such conduct constitutes its own willful misconduct or gross negligence (and to the maximum extent permitted by law, shall under no circumstances be liable for any incidental, indirect, special, consequential or punitive damages); and (v) Depositary shall not be liable for losses or delays caused by force majeure, interruption or malfunction of computer, transmission or communications facilities, labor difficulties, court order or decree, the commencement of bankruptcy or other similar proceedings or other matters beyond Depositary’s reasonable control.

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6.   Company hereby agrees to indemnify, defend and save harmless Depositary against any loss, liability or expense (including reasonable fees and disbursements of counsel who may be an employee of Depositary) (collectively, “Covered Items”) incurred in connection with this Agreement or the Account (except to the extent due to Depositary’s willful misconduct or gross negligence) or any interpleader proceeding relating thereto or incurred as a result of following Company’s direction or instruction. Lender hereby agrees to indemnify, defend and save harmless Depositary against any Covered Items incurred (i) on or after the Effective Time in connection with this Agreement or the Account (except to the extent due to Depositary’s willful misconduct or gross negligence) or any interpleader proceeding related thereto, (ii) as a result of following Lender’s direction or instruction (including without limitation Depositary’s honoring of a Shifting Control Notice) or (iii) due to any claim by Lender of an interest in the Account or the funds on deposit therein.

7.   Depositary may terminate this Agreement (i) in its discretion upon the sending of at least thirty (30) days’ advance written notice to the other parties hereto or (ii) because of a material breach by Company or Lender of any of the terms of this Agreement or the Account Documentation, upon the sending of at least five (5) days advance written notice to the other parties hereto. Lender may terminate this Agreement in its discretion upon the sending of at least three (3) days advance written notice to the other parties hereto, provided that Depositary may shorten or waive the requirement that Lender’s notice be in advance and any such shortening or waiver shall be binding on all parties. Any other termination or any amendment or waiver of this Agreement shall be effected solely by an instrument in writing executed by all the parties hereto. The provisions of paragraphs 5 and 6 above shall survive any such termination.

8.   Company shall compensate Depositary for the opening and administration of the Account and services provided hereunder in accordance with Depositary’s fee schedules from time to time in effect. Payment will be effected by a direct debit to the Account.

9.   This Agreement: (i) may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument; (ii) shall become effective when counterparts hereof have been signed by the parties hereto; and (iii) shall be governed by and construed in accordance with the laws of the State of New York. All parties hereby waive all rights to a trial by Jury in any action or proceeding relating to the Account or this Agreement. All notices under this Agreement shall be in writing and sent (including via emailed pdf or similar file or facsimile transmission) to the parties hereto at their respective addresses, email addresses or fax numbers set forth below (or to such other address, email address or fax number as any such party shall designate in writing to the other parties from time to time).

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

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Exhibit A | SHIFTING CONTROL NOTICE

Re: Blocked Account Control Agreement dated as of             ,           20     , (the “Agreement”) by and among                                                                                                                               and JPMorgan Chase Bank, N.A. relating to Account(s)                                                                                                                                                                                               

Ladies and Gentlemen:

This constitutes a Shifting Control Notice as referred to in paragraph 2 of the Agreement, a copy of which is attached hereto.

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This Agreement is made on March       , 2011 between: (1) Kythera Biopharmaceuticals, Inc. (the “Company”); (2) Lighthouse Capital Partners VI, L.P. (the “Lender”); and (3) JPMorgan Chase Bank, N.A., London Branch (the “Bank”).

The parties hereto refer to Account No. XXXXXX in the name of the Company maintained at the Bank (the “Account”) and hereby agree as follows:

1.     The Company and the Lender hereby notify the Bank that by separate agreement the Company has granted to the Lender a security interest in the Account (including any renewal or redesignation thereof) and all monies standing to the credit of the Account from time to time (the “Security Interest”). The Bank acknowledges being so notified.

2.     (a)    Prior to the Effective Date (as defined below), the Bank is authorised to honor any payment or other instructions, notices or directions regarding the Account (“Instructions”) from the Company (and not from the Lender) without any reference to or authority from the Lender. For the purposes of this paragraph 2(a) the Bank is authorised to act upon Instructions from any authorised signatory nominated by the Company via such means as are agreed with the Company subject to and in accordance with the Account Terms (as defined below) and, if applicable, any other terms relating to such means of communication.

       (b)     On and after the Effective Date, the Bank is authorised to honor those Instructions set out in paragraph 2(f) from the Lender (and not from the Company) without any reference to or authority from the Company. For the purposes of this paragraph 2(b) the Bank is authorised to act upon the aforementioned Instructions from any authorised signatory nominated by the Lender in accordance with paragraph 2(c) via such means as are agreed with the Lender subject to and in accordance with the Account Terms and, if applicable, any other terms relating to such means of communication.

       (c)     The Lender agrees to deliver with this Agreement, substantially in the form of Exhibit C, the names, titles, telephone and facsimile numbers and specimen signatures of the persons who are authorised by the Lender to give notices and Instructions to the Bank in connection with this Agreement. The Lender may amend the details of the authorised signatories via such means as are agreed with the Bank. Reliance by the Bank upon a notice or Instructions apparently or purportedly signed by any such authorised signatory shall operate as a discharge of the Bank in relation to any notice or Instructions relied and acted upon by it.

       (d)     In this Agreement, “Effective Date” means the date on which the Bank, having received a notice in the form of Exhibit A annexed hereto from the Lender and signed by an authorised signatory of the Lender (the “Notice”), acknowledges such notice. The Notice shall be sent by facsimile to the Bank’s fax number XXXXX and marked for the attention of “Controlled Account Administration” and the Bank’s acknowledgement of the Notice shall be sent to the Lender via SWIFT message to the Lender’s SWIFT address at [      ], attention [      ] (or to such other contact name or address as the Lender shall specify in the Notice). The Bank agrees to acknowledge the Notice promptly after having received the same. Such acknowledgement from the Bank shall be in the form as annexed hereto as Exhibit B.

       (e)     Notwithstanding the foregoing, (i) the processing after the Effective Date of any Instructions received before the Effective Date shall not constitute a violation of this Agreement and (ii) the Bank may (at its discretion and without any obligation to do so) commence honoring the Lender’s instructions prior to the Effective Date after it becomes aware that the Lender has sent to it a Notice and without any liability whatsoever to the Company for doing so.

       (f)     After the Effective Date the Lender may send only the following types of Instruction to the Bank: (i) a single Instruction requesting the Bank to send all monies standing to the credit of the Account from time to time to an identified bank account in the Lender’s name and instructing the Bank to close the Account (a “Payment Instruction”); or (ii) subject always to paragraph 10, an Instruction informing the Bank and copied to the Company informing the Bank that the Security Interest of the Lender in the Account has been terminated and that therefore the Lender wishes to terminate this Agreement (a “Termination Instruction”). For the avoidance of doubt, if a Termination Instruction is received by the Bank and validated as being from a person who is authorized by the Lender to give notice and instruction to the Bank, then this Agreement will be terminated promptly and the Lender will have no future ability or right to instruct over the Account and the Account shall return to the sole direction of the Company.

       (g)     After the Effective Date, the Lender shall send all Instructions under paragraph 2(f) regarding the Account by either (i) facsimile to the following facsimile number XXXXX addressed for the attention of TSG or (ii) SWIFT to XXXXX or by such other method as may be agreed in writing from time to time by the Bank and the Lender.

       (h)     During the term of this Agreement, the Company and the Lender (as applicable) acknowledge and agree to one another that neither of them shall permit or allow to subsist an overdraft on the Account. The foregoing provision shall be without prejudice to the Bank’s right to debit the Account for fees, costs, charges and expenses relating to the Account, whether or not such fees, costs, charges or expenses will result in an overdraft of the Account.

3.    Notwithstanding anything to the contrary in this Agreement:

       (i)      the Bank shall have only the duties and responsibilities expressly set out herein and in its standard account documentation and terms and conditions for accounts held with the Bank (the “Account Terms”) in effect from time to time in relation to the Account and shall not be deemed to be an agent, bailee or fiduciary for any party. The Account Terms shall apply to the Account at all times (whether prior to or after the Effective Date). If and to the extent that there is any inconsistency between the Account Terms and this Agreement, the terms of this Agreement shall prevail.

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(ii)     the Bank may rely on any instruction, notice, direction or communication (including but not limited to Instructions or the Notice) appearing or purporting to be given by the Company of the Lender in accordance with this Agreement and believed by the Bank in good faith to be genuine and the Bank shall have no obligation to make any enquiries whatsoever as to the justification, validity, contents or otherwise of any instructions, notices, directions or communications delivered to it pursuant to this Agreement including, without limitation, any enquiry as to whether the Security Interest has become enforceable or whether the terms of any agreement between the Company and the Lender have been complied with; and

(iii)    the Bank shall not be liable to any party hereto or any other person for any action or failure to act under or in connection with this Agreement except for direct losses arising from its own willful misconduct or gross negligence and shall under no circumstances (other than in respect of its own fraud) be liable for loss of business or profits or goodwill or any indirect or consequential or punitive or special loss or damage, whether or not reasonably foreseeable even if the Bank has been advised of the likelihood of such loss or damage and whether arising from negligence, breach of contract or otherwise.

4.         The Company hereby agrees to indemnify and hold harmless the Bank against any claim, action, damages, loss, liability, cost or expense (including reasonable legal fees) (together “Losses”) incurred or suffered by the Bank in connection with this Agreement or the Account (except to the extent due to the Bank’s willful misconduct or gross negligence) or incurred at the Company’s direction or instruction. This indemnity shall survive the termination of this Agreement. The Lender hereby severally agrees to indemnify and hold harmless the Bank against any Losses incurred or suffered by the Bank in connection with this Agreement or the Account (except to the extent due to the Bank’s willful misconduct or gross negligence) or incurred at the Lender’s direction or instruction, including (without limitation) those Instructions set out in paragraph 2(f), after the Effective Date. This indemnity shall survive the termination of this Agreement.

5.         Without prejudice to paragraph 2(f), the Company and the Lender each agree to notify the Bank promptly after the Security Interest is terminated or otherwise cancelled. The Company and the Lender shall each provide the Bank with such documentation, declarations, certifications and information as the Bank may require in connection with the aforementioned notice.

6.        The Company and the Lender each warrant, represent and undertake to the Bank on a continuing basis that:

(a)    it is duly incorporated, established or constituted (as the case may be) and validly existing under the laws of its country of incorporation, establishment or constitution (as the case may be);

(b)    it is duly authorized and has taken all necessary action to allow it to enter into and perform this Agreement and the transactions contemplated hereunder;

(c)    its entry into and performance of this Agreement will not conflict with or constitute a default under (i) any agreement or instrument to which it is a party, (ii) its constitutional documents or (iii) any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which it is bound; and

(d)    the person signing this Agreement on its behalf is duly authorized so to act.

7.         The Company further warrants, represents and undertakes to the Bank at the date of this Agreement that the Account is not subject to any charge or security interest other than the Security Interest.

8.         The Bank confirms that it has not at the date hereof received written notice of any third party interest or claim in the Account.

9.        The Bank agrees not to exercise any right of set off, combination, consolidation or banker’s lien against the Account except with respect to returned or charged-back items or the Bank’s charges, fees, costs and expenses with respect to the Account or the services provided hereunder.

10.       This Agreement shall terminate upon (i) the written agreement of all the parties hereto; or (ii) notwithstanding the foregoing, upon thirty (30) days’ prior written notice by the Bank to the other parties hereto.

11.       Unless terminated in accordance with paragraph 2(f) or paragraph 10, this Agreement shall expire on the third anniversary of the date of this Agreement. In the event that the Company and the Lender wish to continue the arrangements contemplated hereunder after the date of expiration, the Company and the Lender shall be responsible for arranging and executing a new blocked account agreement (on the Bank’s standard terms in effect at such time) with the Bank in advance of the date of expiration of this Agreement. The Bank shall have no obligation to enter into such agreement. The Company and the Lender hereby severally but not jointly agree to indemnify and hold the Bank harmless from and against any Losses incurred or suffered by the Bank in connection with the failure of the Company and the Lender to put in place a new blocked account agreement.

12.      Subject to clause 2, all notices shall be in writing and sent to the parties hereto at the following address (or to such other address as any party shall designate in writing to the other parties from time to time):

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13.       The Company shall compensate the Bank for the opening and administration of the Account and services provided hereunder in accordance with the Bank’s fee schedules and the Bank’s account terms from time to time in effect. The Bank shall be entitled to debit the Account with all such fees and with all costs, charges and expenses relating to the Account.

14.       This Agreement may be executed in any number of counterparts and by the parties on separate counterparts but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute but one and the same instrument. Any amendment or waiver of this Agreement shall be effected solely by an instrument in writing executed by all the parties hereto.

15.       This Agreement contains the whole agreement between the parties relating to the transactions contemplated by this Agreement and supersedes all previous agreements between the parties relating to these transactions. Without prejudice to the generality of the foregoing, the parties expressly agree that the terms of this Agreement shall supersede and replace the terms contained in any notice or acknowledgement of such notice that may be served upon the Bank in connection with the Security Interest.

16.       This Agreement may only be enforced by a party to it or such party’s successors or assigns.

17.       (a)        This Agreement and any non-contractual obligations arising out of or in relation to this Agreement shall be governed by and construed in accordance with English law. All disputes arising out of or relating to this Agreement or any non-contractual obligations arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction of the English courts. This clause is for the benefit of the Bank only and does not prevent the Bank from taking proceedings in the courts of any other country with jurisdiction including, to the extent allowed by law, concurrently in any number of countries.

(b)       If the Company or the Lender does not have a place of business in England or Wales, the process by which any suit, action or proceedings are begun in England may be served on that entity by being delivered to the person specified as the Process Agent at the address specified below or such person’s registered office for the time being. If the appointment of the Process Agent ceases to be effective, another person in England shall immediately be appointed to accept service of process; and if such other person is not appointed within 15 days, then the Bank shall be entitled to appoint such other person by notice to the Company or the Lender as the case may be. The right of any party to serve process in any other manner permitted by law shall not be affected.

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In witness whereof the parties hereto have duly executed this Agreement as of the date first above written.

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Blocked Account Agreement | Exhibit A

Text of facsimile message from the Lender

This letter constitutes the Notice referred to in paragraph 2 of the Agreement, a copy of which is attached hereto.

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Blocked Account Agreement | Exhibit B

Text of authenticated SWIFT message from the Bank

This letter constitutes acknowledgement of the Notice referred to in paragraph 2 of the Agreement.

JPMorgan Chase Bank, N. A. London Branch

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Blocked Account Agreement | Exhibit C

The Lender’s Authorized Signatories:

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U.S Bank, N.A.

SVB Asset Management

Securities Account Control Agreement

This Securities Account Control Agreement entered into as of the above date (this “Agreement”) is among U.S. Bank, N.A (“USB”), SVB Asset Management (“SAM”), the Customer identified above (“Customer”), and the Creditor identified above (“Creditor”).

Recitals

A.                                   Customer has established a securities account or securities accounts (“Account”) with and/or through USB pursuant to a USB Custodial Account Agreement (the “Client Agreement”). The account number and title for the Account are identified above. SAM acts as Customer’s registered investment advisor with respect to the Account. USB is a securities intermediary pursuant to Division 8 of the California Uniform Commercial Code (the “CUCC”). Customer maintains in the Account securities, financial assets, and other investment property as defined under Divisions 8 and 9 of the CUCC (collectively, the “Securities”).

B.                                     Pursuant to a security agreement or similar agreement (the “Security Agreement”), Customer has granted to Creditor a security interest in certain personal property of Customer, including without limitation (i) the Account; (ii) the Securities, (iii) all dividends and distributions, whether payable in cash, securities, or other property, in respect of the Securities, (iv) all of Customer’s rights with respect to the Securities and Account, and (iv) all products, proceeds and revenues of and from any of the foregoing personal property in sections (i) through (iv) (collectively, the “Collateral”).

C.                                     USB, SAM, Customer and Creditor are entering into this Agreement to perfect Creditor’s security interest in the Collateral by means of control pursuant to Division 8 of the CUCC.

Agreement

The parties hereto hereby agree as follows:

1.                                       Defined Terms. All terms used in this Agreement which are defined in the CUCC but are not otherwise defined herein shall have the meanings assigned to such terms in the CUCC, as in effect as of the date of this Agreement. While in the Account, all property credited to the Securities will be treated as financial assets under Division 8 of the CUCC. By this Agreement, Customer provides Creditor “control” over the Account for purposes of perfecting Creditor’s security interest in the Collateral pursuant to Divisions 8 and 9 of the CUCC.

2.                                       The Account. USB confirms that the Account, identified in the books of USB in the name of Customer, is maintained by USB.

3.                                       Acknowledgement of Security Interest. USB and SAM hereby acknowledge the

USB-SAM Form January 2009

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security interest granted in the Collateral to Creditor by Customer. Creditor hereby acknowledges the security interest granted in the Collateral to USB by Customer pursuant to the Client Agreement.

4.                                       Other Control Agreements. USB represents and warrants that, other than any account control agreement listed in this Section 4, USB has executed no other account control agreement with any other party and USB is not presently obligated to accept any entitlement order from any person other than SAM and Customer with respect to the Collateral. [The following is to be completed and initialed by USB.]

o No other account control agreement has been executed.                       [USB initial]

o The following account control agreement(s) has (have) been executed.

[USB initial]

5.                                       Future Control Agreements. Customer covenants and agrees that it will not enter an account control agreement with any other party with respect to the Account without Creditor’s prior written consent. USB agrees that it will not enter into a control agreement with any other party with respect to the Account without Creditor’s prior written consent.

6.                                       Limitation on USB’s and SAM’s Rights in the Collateral.

(a)                                  USB will not attempt to assert control and does not claim and will not accept any security or other interest in any part of the Collateral, and USB will not exercise, enforce or attempt to enforce on its own behalf any right of setoff against the Collateral, or otherwise charge or deduct from the Collateral on USB’s behalf any amount whatsoever, other than for: security interests, liens, encumbrances, claims or rights of setoff for the payment of any amounts owed by Customer to USB arising in connection with USB’s customary fees and commissions pursuant to the Client Agreement or for the payment for financial assets and securities purchased for the Account (the “USB Account Claims”). Customer and Creditor hereby acknowledge that any security interests, liens, encumbrances, claims or rights of setoff for the payment of any amounts owed by Customer to USB arising in connection with the USB Account Claims shall at all times be prior to the rights of Creditor in the Collateral.

(b)                                 SAM will not attempt to assert control and does not claim and will not accept any security or other interest in any part of the Collateral, and SAM will not exercise, enforce or attempt to enforce on its own behalf any right of setoff against the Collateral, or otherwise charge or deduct from the Collateral on SAM’s behalf any amount whatsoever, other than for: SAM’s rights of setoff for the payment of any amounts owed by Customer to SAM arising in connection with SAM’s customary fees and commissions pursuant to its Discretionary Account Agreement with Customer (the “SAM Account Claims” and together with the USB Account Claims, the “Account Claims”). Customer and Creditor hereby acknowledge that any rights of setoff for the payment of any amounts owed by Customer to SAM arising in connection with the SAM Account Claims shall at all times be prior to the rights of Creditor in the Collateral.

7.                                       Agreement for Control.

(a)                                  USB and SAM will comply with all entitlement orders (including requests to withdraw Collateral from the Account) originated by Customer with respect to the Collateral, or any portion of the Collateral, without further consent by Creditor until such time as USB receives from Creditor (in accordance with Section 12 below) a written notice to USB that Creditor is thereby exercising exclusive control over the Account (a “Notice of Exclusive Control.”), The Notice of

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Exclusive Control must be in the form set forth in Exhibit A hereto. USB has no obligation whatsoever to confirm that Creditor is entitled to send a Notice of Exclusive Control in connection with the Account or that the Creditor’s representative who signs any Notice of Exclusive Control is authorized to do so. Upon USB’s receipt of such Notice of Exclusive Control, USB will proceed in accordance with the remainder of this Section 7 even if Creditor’s instructions are contrary to any instructions or demands that Customer may give to USB or SAM. After USB receives a Notice of Exclusive Control and has had reasonable opportunity to comply with it, but no later than two (2) Business Days (“Business Days” means days which USB is open to the public for business and are measured in 24 hour increments) after receipt of the Notice of Exclusive Control (in accordance with Section 12 below), the parties agree that USB will: (i) cease complying with entitlement orders or other directions concerning the Account and Collateral that are originated by Customer or its representatives until such time as USB receives a written notice from Creditor rescinding the Notice of Exclusive Control; and (ii) comply with the entitlement orders and instructions provided to USB by Creditor without further consent of Customer and without investigating: the reason for any action taken by Creditor; the amount of any obligations of Customer to Creditor; the validity of any of Creditor’s agreements with Customer; or the existence of any defaults under such agreements.

(b)                                 Notwithstanding the foregoing, Creditor agrees that upon receipt of Creditor’s Notice of Exclusive Control, USB and SAM may take all steps necessary to satisfy or settle any Account Claims, may respond as required pursuant to the terms of any other account control agreement listed in Section 4 hereof with respect to which USB believes it previously received a notice of exclusive control or similar notice, and may respond as required by law to any court or government order, writ or other legal process received by USB or SAM. Creditor also agrees that, before USB’s receipt of Creditor’s Notice of Exclusive Control, (i) USB may be required to and may respond to notices of exclusive control or similar notices sent to USB by other parties (but only to the extent that other account control agreements to which such notices of exclusive control or other similar notices relate are listed in Section 4 hereof or have been subsequently consented to in accordance with Section 5 hereof) and (ii) USB or SAM may be required to and may respond to a writ or other similar legal process served on USB or SAM in connection with the Account and Collateral. USB agrees to use good faith efforts to promptly notify Creditor if any other party delivers to USB a notice of exclusive control. USB and SAM agree to use good faith efforts to promptly notify Creditor if any party other than Creditor or SAM asserts a claim against the Collateral by means of a writ or other similar legal process, but failure to provide such notice does not constitute a breach of this Agreement. Customer expressly agrees that USB, SAM and Creditor may act in accordance with the terms of this Section 7.

8.                                       Customer Waiver and Authorization. Customer hereby waives any rights that Customer may have under the Client Agreement and the SAM Discretionary Account Agreement to the extent such rights are inconsistent with the provisions of this Agreement, and hereby authorizes USB to comply with all instructions and entitlement orders delivered by Creditor to USB in accordance with the terms of this Agreement.

9.                                       Amendments to and Termination of Client Agreement. USB and Customer shall not amend, supplement or otherwise modify the Client Agreement insofar as it pertains to the Collateral without prior written notice to Creditor. Customer may not terminate the Client Agreement insofar as it pertains to the Collateral without consent of Creditor. USB and SAM agree to use good faith efforts to notify Creditor if USB terminates the Client Agreement, but USB’s or SAM’s failure to notify Creditor shall not be a breach of this Agreement.

10.                                 Termination of this Agreement. Creditor may terminate this Agreement by giving USB, SAM and Customer written notice of termination; provided that, by giving such notice, Creditor hereby acknowledges that it will thereby be confirming that, as of the termination date,

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it will no longer have a perfected security interest in the Collateral to the extent such perfection is by control pursuant to this Agreement, although Creditor may continue to have a perfected security interest in the Account by other means. USB may terminate this Agreement by giving Creditor and Customer 30 days’ prior written notice of termination (unless a shorter notice period is mandated by applicable law). Customer may only terminate this Agreement with the written consent of Creditor; provided that, by giving such notice with Creditor’s written consent, both Customer and Creditor acknowledge that they will thereby be confirming that, as of the termination date, Creditor will no longer have a perfected security interest in the Collateral which is perfected by control pursuant to this Agreement, although Creditor may continue to have a perfected security interest in the Collateral by other means.

11.                                 Delivery of Account Statements. USB is hereby authorized by Customer and agrees to send to Creditor at its address for notices set forth below Creditor’s signature block at the end of this Agreement, concurrently with the sending thereof to Customer, duplicate copies of any and all monthly statements or reports issued or sent to Customer with respect to the Account. Until this Agreement is terminated, Customer authorizes USB and SAM to disclose to Creditor at Creditor’s request any information concerning the Account and the Securities therein, including but not limited to the identity of any other party with which Customer, USB, and SAM have executed account control agreements or similar agreements with respect to the Account.

12.                                 Notices.

(a)                                  Any notice, other than a Notice of Exclusive Control, or other communication provided for or allowed hereunder shall be in writing and shall be considered to have been validly given (i) when actually received by the recipient at the address or facsimile number, if delivered personally (whether by messenger, air courier service or otherwise) or sent by facsimile to the address or facsimile number identified below the signature of the applicable party’s signature below and addressed to the addressee identified below the signature of the applicable party’s signature below; or (ii) 72 hours after being deposited in the United States mail, registered or certified, postage prepaid, return receipt requested, if sent to the address and addressee as set forth below the signature of the applicable party hereto. The addresses and facsimile numbers to which notices or other communications are to be given (including, without limitation, statements delivered pursuant to Section 11 above and a Notice of Exclusive Control delivered pursuant to Section 7 above) may be changed from time to time by notice served as provided herein.

(b)                                 A Notice of Exclusive Control shall be in writing, must be in the form set forth in Exhibit A hereto, must be delivered to the address listed below USB’s signature block at the end of this Agreement (subject to the last sentence of Section 12(a) above), must be delivered to USB via hand delivery, messenger, overnight delivery or facsimile and shall be considered to have been validly given when actually received, except that a facsimile will be considered to have been validly given only when acknowledged in writing by USB (USB agrees that it will use its good faith effort to promptly acknowledge receipt of such facsimile). If Creditor does not deliver the Notice of Exclusive Control as set forth in this Section 12 or to the address listed below USB’s signature block at the end of this Agreement (subject to the last sentence of Section 12(a) above), Creditor (i) acknowledges that USB may not be able to respond to a Notice of Exclusive Control pursuant to Section 7 above, and (it) agrees that USB will not be held liable for any failure to respond to a Notice of Exclusive Control.

13.                                 Unpaid Account Claims. Before Creditor exercises exclusive control over the Account, USB and/or SAM may, in the ordinary course of business, debit from the Account any unpaid Account Claims. After Creditor exercises exclusive control over the Account, if (a) funds are not available in the Account to pay USB and/or SAM for any Account Claims, and (b) Customer fails to pay such Account Claims within fifteen (15) Business Days of USB’s and/or

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SAM’s written demand therefor, Creditor will pay to USB and/or SAM, within ten (10) Business Days of a written demand by USB and/or SAM, any amounts owed for an Accounts Claim and that is not paid in full by Customer up to the amount of the proceeds received by Creditor from the Account.

14.                                 Indemnification and Hold Harmless of USB and SAM by Customer and Creditor.

(a)                                  Customer hereby agrees to indemnify and hold harmless USB and SAM, and their respective affiliates and their respective directors, officers, agents and employees (each, an “Indemnified Person”) against any and all claims, causes of action, liabilities, lawsuits, demands and damages (each, a “Claim”), including without limitation, any and all court costs and reasonable attorneys’ fees, asserted by Creditor or any other party, in any way related to or arising out of or in connection with this Agreement or any action taken or not taken pursuant hereto, including any Claims arising as a result of USB’s and SAM’s adherence (or alleged failure of adherence) to the foregoing instructions including, without limitation, Claims that allegedly result from USB’s ceasing, based on this Agreement, to permit withdrawals of or from the Collateral or resulting from USB’s paying over or delivering all or any part of the Collateral pursuant to the directions of Creditor; provided that no Indemnified Person shall be entitled to be indemnified to the extent that such Claims arise from the Indemnified Person’s own gross negligence or willful misconduct.

(b)                                 To the extent that an Indemnified Person is not promptly indemnified by Customer, Creditor hereby agrees to indemnify and hold harmless such Indemnified Person against any and all Claims, including, without limitation, any and all court costs and reasonable attorneys’ fees, asserted by Customer or any other party arising directly out of USB’s and/or SAM’s adherence to Creditor’s instructions in its Notice of Exclusive Control, including, without limitation, any Claim that arises directly out of USB’s ceasing, based on this Agreement, to permit withdrawals of or from the Collateral or resulting from USB’s paying over or delivering all or any part of the Collateral pursuant to Creditor’s instructions in its Notice of Exclusive Control; provided that no Indemnified Person shall be entitled to be indemnified to the extent that such Claims arise from the Indemnified Person’s own gross negligence or willful misconduct. Creditor agrees that it will not hold Indemnified Persons liable for any Claim arising out of or relating to any Indemnified Person’s performance or failure of performance under this Agreement other than those Claims that result directly from the acts or omissions of the Indemnified Person which are deemed gross negligence or willful misconduct by a civil court or other similar judicial body.

(c)                                  Customer and Creditor agree that USB and /or SAM shall not be liable for delays or errors occurring by reason of circumstances beyond the control of USB and /or SAM, including, without limitation, acts of civil, military, or banking authorities, national emergencies, market disorder, labor difficulties, fire, flood or other catastrophes, acts of God, terrorism, insurrection, war, riots, failure of transportation or equipment, or failure of vendors, communication or power supply.

15.                                 Responsibility of USB, SAM and Creditor. This Agreement does not create any obligation or duty on the part of USB, SAM or Creditor other than those expressly set forth herein.

16.                                 No Waiver. Any forbearance or failure or delay by USB, SAM or Creditor in exercising any right hereunder shall not be deemed a waiver thereof and any single or partial exercise of any right shall not preclude the further exercise thereof.

17.                                 Amendments. This Agreement and all exhibits attached hereto may be amended only in writing signed by all parties hereto.

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18.                                 Governing Law. Notwithstanding the terms of any other agreement, the parties hereto agree that this Agreement shall be governed under and in accordance with the laws of the State of California. All parties hereto each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California.

19.                               Jury Trial Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

20.                               Waiver. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR ANYWHERE ELSE, CUSTOMER AND CREDITOR EACH WAIVE AND AGREE THAT EACH SHALL NOT SEEK FROM USB, SAM OR CREDITOR UNDER ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION ANY THEORY IN TORTS), ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES

21.                                 Attorneys’ Fees, Costs and Expenses. In any action or proceeding between Customer and USB, between Customer and SAM, between Creditor and USB, or between Creditor and SAM, arising out of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, in addition to any other relief to which it may be entitled, whether or not a lawsuit is filed.

22.                                 No Conflict. To the extent that the terms or conditions of this Agreement are inconsistent with the Client Agreement, the SAM Discretionary Account Agreement or any other document, instrument or agreement among USB, SAM and Customer, the terms and conditions of this Agreement shall prevail.

23.                                 Successors. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and to each party’s respective successors or heirs and personal representatives. The parties may assign this Agreement and any rights under the Agreement only if that party’s successor or assign assume all obligations under this Agreement. Customer may not assign its rights or obligations hereunder without the prior written consent of Creditor, USB, and SAM.

24.                                 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, are an original, and all taken together, are one Agreement.

25.                                 Integration Provision. This Agreement constitutes the entire agreement among the parties with respect to Creditor’s control over the Collateral and matters specifically set forth herein, and all prior communications, whether verbal or written, between any of the parties hereto with respect to the subject matter hereof shall be of no further effect or evidentiary value.

26.                                 Survival. Section 13 through this Section 26, inclusive, shall survive the termination of this Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

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U.S Bank, N.A

SVB Asset Management

Exhibit A

Notice of Exclusive Control

Pursuant to the Securities Account Control Agreement dated                     (“Agreement”) entered among USB, SVB Asset Management, Customer and Creditor, Creditor hereby notifies USB of Creditor’s exercise of Creditor’s rights under the Agreement and directs USB to cease complying with trading instructions or any entitlement orders originated by Customer or its agents.

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SCHEDULE 1

DISCLOSURE SCHEDULE

DEPOSIT AND SECURITIES ACCOUNTS

PERMITTED LIENS

SUBSIDIARIES

1.                                      Kythera Biopharmaceuticals Australia PTY LTD, a company organized under the laws of Australia.

c/o Blake Dawson, Level 26, 181 William Street, Melbourne, VIC 3000 Australia

2.                                      Kythera Biopharmaceuticals (Europe) Limited, a company organized under the laws of England and Wales.

21 St. Thomas Street, Bristol BS1 6JS UK

PRIOR NAMES

Bulldog Corp.

Dermion, Inc.

AESTERx, Inc.

LITIGATION AND ADMINISTRATIVE PROCEEDINGS

None

BUSINESS PREMISES

[TO BE PROVIDED BY BORROWER — indicate street address and landlord contact information]

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