Common use of Conditions Precedent to all Term Loans Clause in Contracts

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (d) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension made by such Lender after the Effective Date; and (f) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit B-2 D attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; providedLoan and those representations and warranties expressly referring to a specific date shall be true, howeveraccurate and complete in all material respects as of such date (except, in each case, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and ); (c) no Default or Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (cd) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (de) no Event a completed Perfection Certificate for each Loan Party and each of Default or an event that with its Subsidiaries effective as of the passage Funding Date of time could result in an Event of Default, shall existeach Term Loan; (ef) with respect to any Term B Loan, Collateral Agent shall have received (i) evidence reasonably satisfactory to Collateral Agent that the extent not delivered at the Effective Date, Second Draw Conditions have been satisfied in full and (ii) duly executed original Secured Promissory Notes and Warrants, Tranche B Warrants in number, the form and content acceptable to each Lenderof Exhibit G, and in favor of each Lender according to its Commitment Percentage, ; (g) with respect to any Term C Loan, Collateral Agent shall have received (i) evidence reasonably satisfactory to Collateral Agent that the Third Draw Conditions have been satisfied in full and (ii) duly executed original Tranche C Warrants in the form of Exhibit G, and in favor of each credit extension made by such Lender after the Effective Date; andaccording to its Commitment Percentage; (fh) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof; and (i) such other agreements, instruments, approvals or other documents reasonably requested by Collateral Agent to create, perfect and establish the first priority of, or otherwise protect, any Lien purported to be covered by any Loan Document.

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (d) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension Credit Extension made by such Lender after the Effective Date; and (f) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term A Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit EXHIBIT B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit EXHIBIT B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and ; (c) no Event of Default or an event that with the passage of time could result in an Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (cd) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (d) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension Credit Extension made by such Lender after the Effective Date; and; (f) if such Term Loan is the Term B Loan, then the Term B Funding Milestone must also be accomplished on the Funding Date of the Term Loan; (g) if such Term Loan is the Term C Loan, then the Term C Funding Milestone must also be accomplished on the Funding Date of the Term Loan; (h) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term A Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit EXHIBIT B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit EXHIBIT B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (d) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension Credit Extension made by such Lender after the Effective Date; (f) if such Term Loan is the Term B Loan, all of the Term B Milestones must have been met; (g) if such Term Loan is the Term C Loan, the Term C Milestone must have been met; and (fh) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit EXHIBIT B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit EXHIBIT B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term LoanLoan (unless such representation or warranty expressly relates to another date, in which case it shall be accurate and complete in all material respects as of such date); provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (d) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and WarrantsNotes, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension Credit Extension made by such Lender after the Effective Date; and (f) payment of the fees and Lenders’ Expenses then due and payable as specified in Section 2.5 hereof.

Conditions Precedent to all Term Loans. The obligation of each No Lender shall be obligated to extend each make any Term Loan, including the initial Initial Term Loan, is subject to unless the following additional conditions precedenthave been satisfied: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit B-2 attached hereto; (b) the all representations and warranties in Section 5 hereof below shall be true, accurate and complete in all material respects on true as of the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each such Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and (ii) no Event of Default or any other event, which with the giving of notice or the passage of time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of any Term Loan, and (iii) Agent shall have occurred received a certificate from an authorized officer of Borrower confirming each of the foregoing; (b) Agent shall have received a Disbursement Letter with respect to the proceeds to be made available under the Subsequent Term Loan; and (c) with respect to the Subsequent Term Loan, Agent shall have received from Borrower: (i) evidence, satisfactory in form and substance to Agent, that demonstrates positive interim clinical data on either Borrower’s (A) phase II clinical trials for its EC17 folate-targeted hapten therapy drug, or (B) phase II clinical trials for its EC145 folate-targeted chemotherapeutic conjugate (such positive clinical data for the clinical trials described in the immediately preceding clauses (A) and (B) is referred to herein as the “Performance Milestone Achievements”). Without limiting the foregoing conditions in Section 4.1 and this Section 4.2, the Lenders shall not have any obligation to fund the Subsequent Term Loan unless the Borrower has provided to Agent the evidence required pursuant to the immediately preceding sentence of Borrower’s having met the Performance Milestone Achievements by no later than the earlier of (1) thirty (30) days after the Borrower has first met the Performance Milestone Achievements and (2) June 1, 2008. Satisfactory evidence of the Borrower having met the Performance Milestone Achievements may include, but not be continuing limited to, review and consent of Oxford’s Scientific Advisory Board or result written confirmation from Borrower’s Board of Directors as to such date, provided that in all cases such evidence must be acceptable to Agent; and (ii) a Solvency Certificate, in form and substance reasonably satisfactory to the Agent, demonstrating that Borrower is Solvent, as defined below, immediately prior to and after giving effect to the funding of such Term Loan; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (d) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension made by such Lender after the Effective Date; and (f) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (c) as determined by such Lender in such LenderXxxxxx’s reasonable sole discretion, there has not been any Material Adverse Change; (d) no Default or Event of Default shall exist or an event that with would result from the passage making of time could result in an Event of Default, shall existsuch Term Loan; (e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension Credit Extension made by such Lender after the Effective Date; (f) if such Term Loan is the Term B Loan, the Term B Milestone must have been satisfied, as measured on the last day of the month immediately preceding the Funding Date of the Term B Loan; and (fg) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit EXHIBIT B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit EXHIBIT B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (c) in such LenderXxxxxx’s reasonable discretion, there has not been any Material Adverse ChangeChange since the Effective Date; (d) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and WarrantsNotes, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension Credit Extension made by such Lender after the Effective Date; (f) other than for the Term A Loan, immediately after funding of such Term Loan, the ratio of the aggregate principal amount of all Term Loans funded to the volume weighted average market capitalization of the Parent for the preceding ten (10) Trading Days is [***] or less; and (fg) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Term Loans. The obligation of each No Lender shall be obligated to extend each make any Term Loan, including the initial Initial Term Loan, is subject to unless the following additional conditions precedenthave been satisfied: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit B-2 attached hereto; (b) the all representations and warranties in Section 5 hereof below shall be true, accurate and complete in all material respects on true as of the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; ; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (dii) no Event of Default or an event that any other event, which with the giving of notice or the passage of time could result in time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of any Term Loan, and (iii) Agent and the Lenders shall existhave received a certificate from an authorized officer of each Loan Party confirming each of the foregoing; (eb) Agent shall have received the redelivery or supplemental delivery of the items set forth in the following sections to the extent not delivered at circumstances have changed (i) with respect to the Effective Second Term Loan, since the Closing Date, duly executed original Secured Promissory Notes and Warrants(ii) with respect to the Third Term Loan, in numbersince the later of (A) the funding date of the Initial Term Loan or (B) the funding date of the Second Term Loan: Sections 4.1(b), form (c) (to the extent requested by a Lender), (e), (f), (i), (j), (m) and content acceptable to each Lender, and (q); (c) a Warrant in favor of each Lender according (or its affiliate or designee) in an amount equal to its Commitment Percentagefour percent (4%) of such Lender’s Pro Rata Share of the aggregate principal amount of the Term Loans being advanced on the funding date for each of the Second Term and the Third Term Loan, as applicable, which Warrant shall be issued in accordance with Section 2.9; (d) with respect to each credit extension made by such Lender the Third Term Loan only, Borrower shall have provided evidence reasonably satisfactory to Agent and the Lenders that Borrower has received, after the Effective Closing Date, at least $40,000,000 in unrestricted net cash proceeds from the sale and issuance of Borrower’s Series A-1 Preferred Stock, which sale and equity issuance shall be pursuant to, and in accordance with, the Series A-1 Purchase Agreement; and (fe) payment of Agent and the fees and Lenders’ Expenses then due Lenders shall have received such other documents, agreements, instruments or information as specified in Section 2.5 hereofAgent or any Lender shall reasonably request.

Conditions Precedent to all Term Loans. The obligation No Lender shall be obligated to make its Pro Rata Share of each Lender to extend each any Term Loan, including the initial Initial Term Loan, is subject to unless the following additional conditions precedenthave been satisfied: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit B-2 attached hereto; (b) the all representations and warranties in Section 5 hereof below shall be true, accurate and complete in all material respects on true as of the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; ; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (dii) no Event of Default or an event that any other event, which with the giving of notice or the passage of time could result in time, or both, would constitute an Event of Default (such event, a “Default”), has occurred and is continuing or will result from the making of any Term Loan, and (iii) Agent shall existhave received a certificate from an authorized officer of each Loan Party confirming each of the foregoing, the form of which is attached hereto as Exhibit B-2. (b) Agent shall have received the redelivery or supplemental delivery of the items set forth in the following sections to the extent circumstances have changed since the Initial Term Loan: Sections 4.1(b), (e), (f), (g), (k) and (o); (ec) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to (or its Commitment Percentage, respective affiliate or designee) shall have received (i) with respect to each credit extension made by such Lender after the Effective DateInitial Term Loan, an Initial Term Loan Warrant and (ii) with respect to the Subsequent Term Loan, a Subsequent Term Loan Warrant; and (fd) payment with respect to the Subsequent Term Loan, (i) the Loan Parties have achieved at least $2,500,000 in cumulative product revenue measured on a trailing six (6) month basis as of the fees last day of the month immediately preceding the Funding Date of the Subsequent Term Loan (the “Minimum Product Revenue Condition”) and Lenders’ Expenses then due as specified (ii) Agent shall have received a certificate and supporting documentation in Section 2.5 hereofform and substance reasonably acceptable to Agent executed by Borrower’s Chief Financial Officer at least three (3) Business Days prior to the Funding Date of the Subsequent Term Loan certifying and demonstrating that Borrower has satisfied the Minimum Product Revenue Condition.

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Initial Term Loan, is subject to the following further conditions precedent: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit B-2 C attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (d) no Event of Default or an event that with the passage of time could result in an Event of Default, Default shall exist; (e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension made by such Lender after the Effective Date; and (f) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof; (f) with respect to each Subsequent Tranche I Term Loan, Collateral Agent shall have received evidence reasonably satisfactory to it that (i) Borrower was in compliance with Section 7.13 hereof as of the most recent measurement period prior to the Funding Date of such Subsequent Tranche I Term Loan, and (ii) on or prior to March 31, 2019, Borrower has received PMA Approval for its VASCADE MVP Mid-Bore Closure Device (such conditions, the “Subsequent Tranche I Conditions”); and (g) with respect to each Subsequent Tranche II Term Loan, Collateral Agent shall have received evidence reasonably satisfactory to it that (i) Borrower was in compliance with Section 7.13 hereof as of the most recent measurement period prior to the Funding Date of such Subsequent Tranche II Term Loan, (ii) on or prior to March 31, 2019, Borrower has received PMA Approval for its VASCADE MVP Mid-Bore Closure Device, and (iii) Borrower has achieved at least Fifteen Million Dollars ($15,000,000) of net product revenue for the trailing six month period ending on the last day of the month prior to the Funding Date of such Subsequent Tranche II Term Loan (such conditions, the “Subsequent Tranche II Conditions”).

Conditions Precedent to all Term Loans. The obligation of each No Lender shall be obligated to extend each make any Term Loan, including the initial Initial Term Loan, is subject to unless the following additional conditions precedenthave been satisfied: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit B-2 attached hereto; (b) the all representations and warranties in Section 5 hereof below shall be true, accurate and complete in all material respects on true as of the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; ; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (dii) no Event of Default or an event that any other event, which with the giving of notice or the passage of time could result in time, or both, would constitute an Event of Default (such event, a “Default”) has occurred and is continuing or will result from the making of any Term Loan, and (iii) Agent shall existhave received a certificate from an authorized officer of Borrower on behalf of Borrower and each Loan Party confirming each of the foregoing; (eb) Agent shall have received the redelivery or supplemental delivery of the items set forth in the following sections to the extent not delivered at circumstances have changed since the Effective DateInitial Term Loan: Sections 4.1(b), duly executed original Secured Promissory Notes (e), (f), (i) and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, (m); (c) with respect to each credit extension made the Subsequent Term Loan, Agent shall have received evidence reasonably satisfactory to Agent that at the time of and after giving effect to the Subsequent Term Loan, (1) the START trial for Borrower’s Stimuvax product is continuing or enrollment has been discontinued because such trial has met a positive efficacy endpoint at an interim analysis as determined by an independent data safety monitoring board overseeing such Lender trial, (2) at least one clinical indication continues to be studied in the Borrower’s PX866 program in a manner consistent with similar studies conducted by Borrower in the ordinary course of its business and consistent with its past practice, and (3) Borrower has, at the time of and immediately after giving effect to the Effective DateSubsequent Term Loan, unrestricted cash and Cash Equivalents (as defined below) in one or more deposit accounts or securities accounts subject to an Account Control Agreement as shown on the consolidated balance sheet of Borrower and its consolidated Subsidiaries (collectively, “Balance Sheet Cash”) in an amount equal to or greater than the product of (A) negative twelve (-12) multiplied by (B) the Cash Burn Amount (as defined below); and (fd) payment of the fees and Lenders’ Expenses then due Agent shall have received such other documents, agreements, instruments or information as specified in Section 2.5 hereofAgent shall reasonably request.

Conditions Precedent to all Term Loans. The obligation of each Lender QLT’s obligations to extend make each Term Loan, including Loan (other than any Term Loan deemed made upon the initial Term Loan, accrual of PIK Interest) is subject to the following conditions precedent: (a) except as otherwise provided in Section 3.4, timely receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit B-2 attached heretoBorrowing Notice; (b) the representations and warranties in Section 5 hereof this Agreement shall be true, accurate accurate, and complete in all material respects on the date of each Loan Payment Request Form the Borrowing Notice (or, in the case of the initial Term Loan, the Effective Date) and the date of each Disbursement Letter and on the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding making of the applicable Term Loans. Each Term Loan is Borrower’s representation and warranty on that date that the representations and warranties in this Agreement are true, accurate, and complete in all material respects as of such Term Loandate; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date; (c) in such Lender’s reasonable discretion, there has not been any no Material Adverse ChangeEffect (as defined in the Merger Agreement) shall have occurred; (d) no Event of Default or an event that with the passage of time could result in an Event of Default, Merger Agreement shall existnot have been terminated; (e) there shall exist no Default or Event of Default under and as defined in the SVB Loan Agreement, other than to the extent SVB has agreed not delivered at to enforce remedies in respect of such Events of Default pursuant to the Effective Date, duly executed original Secured Promissory Notes SVB Forbearance Agreement and Warrants, in number, form and content acceptable copies of such SVB Forbearance Agreement have been provided to each Lender, and in favor of each Lender according to its Commitment Percentage, QLT; (f) with respect to each credit extension made by such Lender after any Term Loan (other than the Effective Dateinitial Term Loan), as of the last day of the calendar month most recently ended, the Unrestricted Cash Amount was less than $25,000,000 and QLT shall have received reasonably satisfactory evidence thereof; and (fg) payment after giving effect to the Term Loans covered by the Borrowing Notice (if applicable), the aggregate principal amount of Term Loans borrowed in the fees and Lenders’ Expenses then due as specified in Section 2.5 hereofaggregate does not exceed $15,000,000.

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit EXHIBIT B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit EXHIBIT B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (d) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and WarrantsNotes, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension Term Loan made by such Lender after the Effective Date; (f) if the Term Loan is the Term B Loan, Borrower must have achieved the Term B Milestone as measured on the last day of the month immediately preceding the Funding Date of the Term B Loan; (g) if the Term Loan is the Term C Loan, Borrower must have achieved the Term C Milestone as measured on the last day of the month immediately preceding the Funding Date of the Term C Loan; (h) if the Term Loan is the Term D Loan, Borrower must be drawing the Term D Loan solely to finance any Approved Acquisition; and (fi) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit EXHIBIT B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit EXHIBIT B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (d) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and WarrantsNotes, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension Term Loan made by such Lender after the Effective Date; and (f) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 2.4 hereof.

Conditions Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term C Loan, is subject to the following conditions precedent: (a) receipt by Collateral Agent of (i) an executed Loan Payment Request Form in the form of Exhibit EXHIBIT B-1 attached hereto and (ii) an executed Disbursement Letter in the form of Exhibit EXHIBIT B-2 attached hereto; (b) the representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the funding of such Term Loan; (c) in such Lender’s reasonable discretion, there has not been any Material Adverse Change; (d) no Event of Default or an event that with the passage of time could result in an Event of Default, shall exist; (e) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each credit extension Credit Extension made by such Lender after the Effective Date; (f) if such Term Loan is the Term D Loan, the Term D Milestone must have been met; (g) if such Term Loan is the Term E Loan, the Term E Milestone must have been met; and (fh) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof2.5.