ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: Type of organization: State of organization: Organization file number: Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current locations are as follows: EXHIBIT B PROMISSORY NOTE $[ ],000,000 Advance Date: , 20[ ] Maturity Date: , 20[ ] FOR VALUE RECEIVED, (i) UNIQURE BIOPHARMA B.V., a (“uniQure”), (ii) UNIQURE IP B.V., a (“uniQure IP”), (iii) each of the subsidiaries of uniQure identified on the signature page hereof (uniQure, uniQure IP and such subsidiaries are hereinafter collectively referred to as “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum equal to the greater of either (i) eleven and eighty-five one-hundredths of one percent (11.85%), or (ii) the sum of (A) eleven and eighty-five one-hundredths of one percent (11.85%), plus (B) the Prime Rate minus three and one quarter of one percent (3.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated , 2013, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Netherlands, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: UNIQURE BIOPHARMA B.V. Signature: Print Name: Title: UNIQURE IP B.V. Signature: Print Name: Title: UNIQURE RESEARCH B.V. Signature: Print Name: Title: UNIQURE ASSAY DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE QA B.V. Signature: Print Name: Title: UNIQURE PROCESS DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE MANUFACTURING B.V. Signature: Print Name: Title: UNIQURE NON CLINICAL B.V. Signature: Print Name: Title: UNIQURE CLINICAL B.V. Signature: Print Name: Title: [US SUBSIDIARY Signature: Print Name: Title: ] EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER
Appears in 2 contracts
Samples: Loan and Security Agreement (uniQure B.V.), Loan and Security Agreement (uniQure B.V.)
ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: Cell Therapeutics, Inc. Type of organization: Corporation State of organization: [ ] Organization file number: Name: Systems Medicine LLC Type of organization: Limited liability company State of organization: [ ] Organization file number: Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current locations are as follows: EXHIBIT B PROMISSORY NOTE $[ ],000,000 Advance Date: , 20[ ] Maturity Date: , 20[ ] FOR VALUE RECEIVED, (i) UNIQURE BIOPHARMA B.V.CELL THERAPEUTICS, INC., a Washington corporation (“uniQureCell Therapeutics”), (ii) UNIQURE IP B.V.and SYSTEMS MEDICINE LLC, a Delaware limited liability company (“uniQure IPSystems Medicine”), (iii) each of the subsidiaries of uniQure identified on the signature page hereof (uniQure, uniQure IP ; Cell Therapeutics and such subsidiaries Systems Medicine are hereinafter collectively referred to individually and collectively, jointly and severally, as “Borrower”) ), hereby promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate equal to a floating rate per annum equal to the greater of either (i) eleven twelve and eighty-five one-hundredths quarter of one percent (11.8512.25%), or (ii) the sum of (A) eleven twelve and eighty-five one-hundredths quarter of one percent (11.8512.25%), plus (B) the Prime Rate minus three and one quarter of one percent (3.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated [ ], 2013, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the NetherlandsState of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: UNIQURE BIOPHARMA B.V. Signature: Print NameCELL THERAPEUTICS, INC. By: Title: UNIQURE IP B.V. SignatureSYSTEMS MEDICINE LLC By: Print NameCell Therapeutics, Inc., as Sole Member By: Title: UNIQURE RESEARCH B.V. SignatureEXHIBIT F COMPLIANCE CERTIFICATE Hercules Technology Growth Capital, Inc. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Reference is made to that certain Loan and Security Agreement dated [ ], 2013 and all ancillary documents entered into in connection with such Loan and Security Agreement all as may be amended from time to time, (hereinafter referred to collectively as the “Loan Agreement”) between Hercules Technology Growth Capital, Inc., a Maryland corporation, as Lender, and Cell Therapeutics, Inc., a Washington corporation (“Cell Therapeutics”) and Systems Medicine LLC, a Delaware limited liability company (“Systems Medicine”; Cell Therapeutics and Systems Medicine are hereinafter referred to individually and collectively, jointly and severally, as “Borrower”) as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. The undersigned is an Officer of the Borrower, knowledgeable of all Borrower’s financial matters, and is authorized to provide certification of information regarding the Borrower; hereby certifies that in accordance with the terms and conditions of the Loan Agreement, the Borrower is in compliance for the period ending of all covenants, conditions and terms and hereby reaffirms that all representations and warranties contained therein are true and correct in all material respects on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. Attached are the required documents supporting the above certification. The undersigned further certifies that the financial statements attached hereto are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year-end adjustments in the case of monthly and quarterly financial statements and, in the case of monthly financial statements, normal quarter-end adjustments and such other exceptions as are consistent with Borrower’s normal practice) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Financial Statements Monthly within 30 days Interim Financial Statements Quarterly within 45 days Audited Financial Statements FYE within 150 days [Borrower hereby supplements [Schedule(s) 5.5, 5.8, 5.9, 5.10, 5.11 and 5.14 and Exhibit(s) C and E] as provided in Annex A attached hereto] Very Truly Yours, CELL THERAPEUTICS, INC. By: Print Name: TitleIts: UNIQURE ASSAY DEVELOPMENT B.V. SignatureSYSTEMS MEDICINE LLC By: Print Cell Therapeutics, Inc., as Sole Member By: Name: TitleIts: UNIQURE QA B.V. Signature: Print Name: Title: UNIQURE PROCESS DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE MANUFACTURING B.V. Signature: Print Name: Title: UNIQURE NON CLINICAL B.V. Signature: Print Name: Title: UNIQURE CLINICAL B.V. Signature: Print Name: Title: [US SUBSIDIARY Signature: Print Name: Title: ] EXHIBIT C NAMEG FORM OF JOINDER AGREEMENT This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [ ], LOCATIONS20[ ], AND OTHER INFORMATION FOR BORROWERand is entered into by and between , a corporation (“Subsidiary”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation, as a Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Cell Therapeutics Inc)
ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: AVEO Pharmaceuticals, Inc. Type of organization: Corporation State of organization: Delaware Organization file number: 3444819 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current locations are as follows: EXHIBIT B AVEO PHARMACEUTICALS, INC. 00 Xxxxxx Xxxxxx Xxxxxx, XX 00000 Exhibit C Amended and Restated Form of Secured Term Promissory Note (see attached) SECURED TERM PROMISSORY NOTE $[ ],000,000 Advance Date: ___ __, 20[ ] Maturity Date: _____ ___, 20[ ] FOR VALUE RECEIVED, (i) UNIQURE BIOPHARMA B.V.AVEO Pharmaceutical, Inc., a (“uniQure”)Delaware corporation, (ii) UNIQURE IP B.V., a (“uniQure IP”), (iii) for itself and each of the subsidiaries of uniQure identified on the signature page hereof its Qualified Subsidiaries (uniQure, uniQure IP and such subsidiaries are hereinafter collectively referred to as “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital[_____________], Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum equal to as set forth in Section 2.1(c) of the greater of either (i) eleven and eighty-five one-hundredths of one percent (11.85%), or (ii) the sum of (A) eleven and eighty-five one-hundredths of one percent (11.85%), plus (B) the Prime Rate minus three and one quarter of one percent (3.25%) Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Amended and Restated Loan and Security Agreement dated December 28, 20132017, by and between Borrower among Borrower, Hercules Capital, Inc., a Maryland corporation (“Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender, as amended by that certain Amendment No. 1 dated as of August 7, 2020 (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the NetherlandsState of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER[SIGNATURE PAGE TO SECURED TERM PROMISSORY NOTE] BORROWER FOR ITSELF AND ON BEHALF OF ITS QUALIFIED SUBSIDIARIES AVEO PHARMACEUTICALS, INC. By: UNIQURE BIOPHARMA B.V. Signature: Print ________________________________ Name: Xxxxx Xxxxxx Title: UNIQURE IP B.V. SignatureChief Financial Officer Exhibit D Amended and Restated Form of Compliance Certificate (see attached) COMPLIANCE CERTIFICATE Hercules Capital, Inc. (as “Agent”) 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Reference is made to that certain Amended and Restated Loan and Security Agreement dated December 28, 2017, as amended by that certain Amendment No. 1 dated as of August 7, 2020, and the Loan Documents (as defined therein) entered into in connection with such Amended and Restated Loan and Security Agreement all as may be amended, modified, supplemented or restated from time to time (hereinafter referred to collectively as the “Loan Agreement”) by and among the several banks and other financial institutions or entities from time to time party thereto (collectively, “Lender”) and Hercules Capital, Inc., as agent for Lender (“Agent”) and AVEO Pharmaceuticals, Inc. (the “Company”) as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement. The undersigned is an Officer of the Company, knowledgeable of all Company financial matters, and is authorized to provide certification of information regarding the Company; hereby certifies, in such capacity, that in accordance with the terms and conditions of the Loan Agreement, the Company is in compliance for the period ending ___________ of all covenants, conditions and terms and hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties, or except as otherwise disclosed below; provided, that any such disclosures cannot be used to cure any earlier breaches of the representations and warranties contained in the Loan Agreement. Attached are the required documents supporting the above certification. The undersigned further certifies that these are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year-end adjustments) and are consistent from one period to the next except as explained below. REPORTING REQUIREMENT REQUIRED CHECK IF ATTACHED Interim Financial Statements Monthly within 30 days Interim Financial Statements Quarterly within 30 days Audited Financial Statements FYE within 90 days Intellectual Property on Exhibit D Quarterly within 30 days Disclosures regarding representations and warranties: Print _____________________________________________________________________________ _____________________________________________________________________________ The undersigned hereby also confirms the below disclosed accounts represent all depository accounts and securities accounts presently open in the name of each Borrower or Borrower Subsidiary/Affiliate, as applicable. Have any depository or securities accounts been opened since the last Compliance Certificate? YES/NO Depository AC # Financial Institution Account Type (Depository / Securities) Last Month Ending Account Balance Purpose of Account BORROWER Name/Address: Title: UNIQURE RESEARCH B.V. Signature: Print 4 5 6 7 BORROWER SUSIDIARY / AFFILIATE COMPANY Name: Title: UNIQURE ASSAY DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE QA B.V. Signature: Print Name: Title: UNIQURE PROCESS DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE MANUFACTURING B.V. Signature: Print Name: Title: UNIQURE NON CLINICAL B.V. Signature: Print Name: Title: UNIQURE CLINICAL B.V. Signature: Print Name: Title: [US SUBSIDIARY Signature: Print Name: Title: ] EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER/Address 1 2 3 4 5 6 7
Appears in 1 contract
Samples: Loan and Security Agreement (Aveo Pharmaceuticals, Inc.)
ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: Mattersight Corporation Type of organization: Corporation State of organization: Delaware Organization file number: 3041162 Borrower hereby represents and warrants to Lender Agent that xxx txx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current locations are as follows: 200 X. Xxxxxxx Street, Suite 3100, Chicago, IL 60606 3000 X. Xxxxxxx xx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000 7000 Xxxxxx Xxx. Xxxxx, Xxxxx 000, Xxxxx, XX 00000 EXHIBIT B SECURED TERM PROMISSORY NOTE $[ ],000,000 Advance Date: ___ __, 20[ ] Maturity Date: _____ ___, 20[ ] FOR VALUE RECEIVED, (i) UNIQURE BIOPHARMA B.V.Mattersight Corporation, a (“uniQure”)Delaware corporation, (ii) UNIQURE IP B.V., a (“uniQure IP”), (iii) for itself and each of its Subsidiaries (the subsidiaries of uniQure identified on the signature page hereof (uniQure, uniQure IP and such subsidiaries are hereinafter collectively referred to as “Borrower”) hereby promises to pay to the order of Hercules Technology Growth CapitalCaptial, Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 400 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum equal to as set forth in Section 2.2(c) of the greater of either (i) eleven and eighty-five one-hundredths of one percent (11.85%), or (ii) the sum of (A) eleven and eighty-five one-hundredths of one percent (11.85%), plus (B) the Prime Rate minus three and one quarter of one percent (3.25%) Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated August 1, 20132016, by and between Borrower among Borrower, Hercules Capital, Inc., in its capacity as administrative agent and Lender collateral agent (the “Agent”) and the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the NetherlandsState of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: UNIQURE BIOPHARMA B.V. Signature: Print NameMATTERSIGHT CORPORATION By: Title: UNIQURE IP B.V. Signature: Print Name: Title: UNIQURE RESEARCH B.V. Signature: Print Name: Title: UNIQURE ASSAY DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE QA B.V. Signature: Print Name: Title: UNIQURE PROCESS DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE MANUFACTURING B.V. Signature: Print Name: Title: UNIQURE NON CLINICAL B.V. Signature: Print Name: Title: UNIQURE CLINICAL B.V. Signature: Print Name: Title: [US SUBSIDIARY Signature: Print Name: Title: ] EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER
Appears in 1 contract
ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: Type of organization: State of organization: Organization file number: Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current locations are as follows: EXHIBIT B AMENDED AND RESTATED PROMISSORY NOTE $[ ],000,000 Advance Date: , 20[ ] 20,000,000 Maturity Date: June 30, 20[ ] 2018 FOR VALUE RECEIVED, (i) UNIQURE BIOPHARMA B.V., a private limited liability company incorporated and existing under the laws of the Netherlands, having its corporate seat at Amsterdam, the Netherlands and registered at the trade register of the Chamber of Commerce for Amsterdam under number 34275365 (“uniQure”), (ii) UNIQURE IP B.V., a private limited liability company incorporated and existing under the laws of the Netherlands, having its corporate seat at Amsterdam, the Netherlands and registered at the trade register of the Chamber of Commerce for Amsterdam under number 34275369 (“uniQure IP”), (iii) each of the subsidiaries of uniQure identified on the signature page hereof (uniQure, uniQure IP and such subsidiaries are hereinafter collectively referred to as “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Lender”) or the holder of this Amended and Restated Promissory Note (the this “LenderPromissory Note”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Twenty Million Dollars ($[ ],000,00020,000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum equal to the greater of either (ia) eleven and eighty-five one-hundredths of one percent (11.85%), or (ii) the sum of (A) eleven and eighty-five one-hundredths of one percent (11.85%), plus (B) the Prime Rate minus three ten and one quarter of one percent (3.2510.25%), or (b) the sum of (1) ten and one quarter of one percent (10.25%), plus (2) the Prime Rate minus five and one quarter of one percent (5.25%), based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Amended and Restated Loan and Security Agreement dated June , 20132014, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the Netherlands, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: UNIQURE BIOPHARMA B.V. Signature: Print Name: Title: UNIQURE IP B.V. Signature: Print Name: Title: UNIQURE RESEARCH B.V. Signature: Print Name: Title: UNIQURE ASSAY DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE QA B.V. Signature: Print Name: Title: UNIQURE PROCESS DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE MANUFACTURING B.V. Signature: Print Name: Title: UNIQURE NON CLINICAL B.V. Signature: Print Name: Title: UNIQURE CLINICAL B.V. Signature: Print Name: Title: [US SUBSIDIARY UNIQURE, INC. Signature: Print Name: Title: ] EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER
Appears in 1 contract
ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender Agent that Borrower’s current name and organizational status is as follows: Name: Cerulean Pharma Inc. Type of organization: Corporation State of organization: Delaware Organization file number: Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current owned and leased locations are as follows: EXHIBIT B SECURED TERM PROMISSORY NOTE $[ ],000,000 Advance Date: , 20[ ] Maturity Date: , 20[ ] FOR VALUE RECEIVED, (i) UNIQURE BIOPHARMA B.V.Cerulean Pharma Inc., a Delaware corporation (“uniQure”), (ii) UNIQURE IP B.V., a (“uniQure IP”), (iii) each of the subsidiaries of uniQure identified on the signature page hereof (uniQure, uniQure IP and such subsidiaries are hereinafter collectively referred to as “Borrower”) hereby promises to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum equal to the greater of either (i) eleven seven and eighty-five one-thirty hundredths of one percent (11.857.30%), or and (ii) the sum of (A) eleven seven and eighty-five one-thirty hundredths of one percent (11.857.30%), plus (B) the Prime Rate minus (C) five and three and one quarter quarters of one percent (3.255.75%) per annum based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated [ ], 20132015, by and between Borrower among Borrower, Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Agent”) and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the NetherlandsState of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: UNIQURE BIOPHARMA B.V. Signature: Print NameCERULEAN PHARMA INC. By: Title: UNIQURE IP B.V. Signature: Print Name: Title: UNIQURE RESEARCH B.V. Signature: Print Name: Title: UNIQURE ASSAY DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE QA B.V. Signature: Print Name: Title: UNIQURE PROCESS DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE MANUFACTURING B.V. Signature: Print Name: Title: UNIQURE NON CLINICAL B.V. Signature: Print Name: Title: UNIQURE CLINICAL B.V. Signature: Print Name: Title: [US SUBSIDIARY Signature: Print Name: Title: ] EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER
Appears in 1 contract
ATTACHMENT TO ADVANCE REQUEST. Dated: May [ ], 2010 Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: AVEO PHARMACEUTICALS, INC. Type of organization: Corporation State of organization: Delaware Organization file number: 3444819 Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current locations are as follows: EXHIBIT B SECURED TERM PROMISSORY NOTE [$[ ],000,000 13,750,000 / $11,250,000] Advance Date: May [ ], 20[ ] 2010 Maturity Date: September 1, 20[ ] 2013, March 1, 2014 or June 1, 2014 as specified in the Loan Agreement FOR VALUE RECEIVED, (i) UNIQURE BIOPHARMA B.V.AVEO Pharmaceutical, Inc., a (“uniQure”)Delaware corporation, (ii) UNIQURE IP B.V., a (“uniQure IP”), (iii) for itself and each of its Subsidiaries which executes and delivers a Joinder Agreement (the subsidiaries of uniQure identified on the signature page hereof (uniQure, uniQure IP and such subsidiaries are hereinafter collectively referred to as “Borrower”) hereby promises to pay to the order of [Hercules Technology Growth CapitalII, Inc.L.P. [or] Hercules Technology III, a Maryland corporation L.P.] or the holder of this Secured Term Promissory Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] [Thirteen Million Seven Hundred Fifty Dollars ($[ ],000,00013,750,000) [OR] Eleven Million Two Hundred Fifty Dollars ($11,250,000)] or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate the Term Loan Interest Rate (as defined in the Loan Agreement) per annum equal to the greater of either (i) eleven and eighty-five one-hundredths of one percent (11.85%), or (ii) the sum of (A) eleven and eighty-five one-hundredths of one percent (11.85%), plus (B) the Prime Rate minus three and one quarter of one percent (3.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the a Term Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated May [ ], 20132010, by and between Borrower Borrower, [Hercules Technology II, L.P. [or] Hercules Technology III, L.P.] and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the NetherlandsState of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER: UNIQURE BIOPHARMA B.V. Signature: Print NameBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES (if such subsidiary executes and delivers a Joinder Agreement): AVEO PHARMACEUTICALS, INC. By: Title: UNIQURE IP B.V. SignatureEXHIBIT B-2 SECURED DEFERRED CHARGE PROMISSORY NOTE [$687,225 / $562,275] Advance Date: Print NameMay 28, 2010 Maturity Date: May 1, 2012 FOR VALUE RECEIVED, AVEO Pharmaceutical, Inc., a Delaware corporation, for itself and each of its Subsidiaries which executes and delivers a Joinder Agreement (the “Borrower”) hereby promises to pay to the order of [Hercules Technology II, L.P. [or] Hercules Technology III, L.P.] or the holder of this Secured Term Promissory Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Deferred Charge Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [Six Hundred Eighty Seven Thousand Two Hundred Twenty Five Dollars ($687,225) [OR] Five Hundred Sixty Two Thousand Two Hundred Seventy Five Dollars ($562,275)] which will not accrue interest. Notwithstanding the above Maturity Date, it shall be deemed earned by Lender as of the above Advance Date. This Promissory Note is a Deferred Charge Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated May [ ], 2010, by and between Borrower, [Hercules Technology II, L.P. [or] Hercules Technology III, L.P.] and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make payment under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES (if such subsidiary executes and delivers a Joinder Agreement): AVEO PHARMACEUTICALS, INC. By: Title: UNIQURE RESEARCH B.V. Signature: Print Name: Title: UNIQURE ASSAY DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE QA B.V. Signature: Print Name: Title: UNIQURE PROCESS DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE MANUFACTURING B.V. Signature: Print Name: Title: UNIQURE NON CLINICAL B.V. Signature: Print Name: Title: UNIQURE CLINICAL B.V. Signature: Print Name: Title: [US SUBSIDIARY Signature: Print Name: Title: ] EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER
Appears in 1 contract
Samples: Loan and Security Agreement (Aveo Pharmaceuticals Inc)
ATTACHMENT TO ADVANCE REQUEST. Dated: _______________________ Borrower hereby represents and warrants to Lender Agent that Borrower’s 's current name and organizational status is as follows: Name: CytRx Corporation Type of organization: Corporation State of organization: Delaware Organization file number: 2055980 Borrower hereby represents and warrants to Lender Agent that xxx xxxxxx xxxxxxxxxthe street address, xxxxxxcity , xxxxxx state and postal codes code of its current locations location are as follows: 00000 Xxx Xxxxxxx Xxxx., Suite 650, Los Angeles, CA 90049 EXHIBIT B SECURED TERM PROMISSORY NOTE $[ [●],000,000 Advance Advanced Date: [●], 20[ [●] Maturity Date: [●], 20[ [●] FOR VALUE RECEIVED, (i) UNIQURE BIOPHARMA B.V.CYTRX CORPORATION, a (“uniQure”)Delaware corporation, (ii) UNIQURE IP B.V., a (“uniQure IP”), (iii) for itself and each of the subsidiaries of uniQure identified on the signature page hereof its Qualified Subsidiaries (uniQure, uniQure IP and such subsidiaries are hereinafter collectively referred to as “"Borrower”") hereby promises to pay to the order of [Hercules Technology Growth Capital, Inc., a Maryland corporation corporation]/[Hercules Technology III, L.P., a Delaware limited partnership] or the holder of this Note (the “"Lender”") at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “"Promissory Note”") may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ [●],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at a floating rate per annum equal to as set forth in Section 2.1(c) of the greater of either (i) eleven and eighty-five one-hundredths of one percent (11.85%), or (ii) the sum of (A) eleven and eighty-five one-hundredths of one percent (11.85%), plus (B) the Prime Rate minus three and one quarter of one percent (3.25%) Loan Agreement based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated [●], 20132016, by and between Borrower among Borrower, Hercules Technology Growth Capital, Inc., a Maryland corporation (the "Agent") and Lender the several banks and other financial institutions or entities from time to time party thereto as lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “"Loan Agreement”"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the NetherlandsState of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS QUALIFIED SUBSIDIARIES: UNIQURE BIOPHARMA B.V. Signature: Print NameCYTRX CORPORATION By: Title: UNIQURE IP B.V. Signature: Print Name: Title: UNIQURE RESEARCH B.V. Signature: Print Name: Title: UNIQURE ASSAY DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE QA B.V. Signature: Print Name: Title: UNIQURE PROCESS DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE MANUFACTURING B.V. Signature: Print Name: Title: UNIQURE NON CLINICAL B.V. Signature: Print Name: Title: UNIQURE CLINICAL B.V. Signature: Print Name: Title: [US SUBSIDIARY Signature: Print Name: Title: ] EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER
Appears in 1 contract
ATTACHMENT TO ADVANCE REQUEST. Dated: Borrower hereby represents and warrants to Lender that Borrower’s current name and organizational status is as follows: Name: DANCE BIOPHARM, INC. Type of organization: Corporation State of organization: [ ] Organization file number: [ ] Borrower hereby represents and warrants to Lender that xxx xxxxxx xxxxxxxxx, xxxxxx, xxxxxx and postal codes of its current locations are as follows: EXHIBIT B PROMISSORY NOTE $[ ],000,000 Advance Date: , 20[ ] 20 Maturity Date: , 20[ ] 20 FOR VALUE RECEIVED, (i) UNIQURE BIOPHARMA B.V.DANCE BIOPHARM, INC., a (“uniQure”)corporation, (ii) UNIQURE IP B.V., a (“uniQure IP”), (iii) for itself and each of its Subsidiaries (the subsidiaries of uniQure identified on the signature page hereof (uniQure, uniQure IP and such subsidiaries are hereinafter collectively referred to as “Borrower”) hereby promises to pay to the order of Hercules Technology Growth CapitalIII, Inc.L.P., a Maryland corporation Delaware limited partnership, or the holder of this Note (the “Lender”) at 000 Xxxxxxxx Xxxxxx, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such other principal amount as Lender has advanced to Borrower, together with interest at at, a floating rate per annum rate equal to the greater of either (i) eleven ten and eightysixty-five one-hundredths of one percent (11.8510.65%), or (ii) the sum of (A) eleven ten and eightysixty-five one-hundredths of one percent (11.8510.65%), plus (B) the Prime Rate minus three and one one-quarter of one percent (3.25%) based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. This Promissory Note is the Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated September [ ], 2013, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note. Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the NetherlandsState of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction. BORROWERBORROWER FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES: UNIQURE BIOPHARMA B.V. Signature: Print NameDANCE BIOPHARM, INC. By: Title: UNIQURE IP B.V. Signature: Print Name: Title: UNIQURE RESEARCH B.V. Signature: Print Name: Title: UNIQURE ASSAY DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE QA B.V. Signature: Print Name: Title: UNIQURE PROCESS DEVELOPMENT B.V. Signature: Print Name: Title: UNIQURE MANUFACTURING B.V. Signature: Print Name: Title: UNIQURE NON CLINICAL B.V. Signature: Print Name: Title: UNIQURE CLINICAL B.V. Signature: Print Name: Title: [US SUBSIDIARY Signature: Print Name: Title: ] EXHIBIT C NAME, LOCATIONS, AND OTHER INFORMATION FOR BORROWER
Appears in 1 contract
