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EXHIBIT 10(n)(xxiii)
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SILICON VALLEY BANK
AMENDMENT TO LOAN AGREEMENT
BORROWER: CALBIOCHEM-NOVABIOCHEM CORPORATION
ADDRESS: 00000 XXXXXXX XXXXXX XXXXX
XXX XXXXX, XXXXXXXXXX 00000
DATE: APRIL 10, 1998
THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY
BANK ("Silicon") and the borrower named above (the "Borrower").
The Parties agree to amend, effective as of the date hereof, the Loan
and Security Agreement between them dated July 28, 1995, as amended by that
Amendment to Loan Agreement dated November 22, 1995, effective as of September
30, 1995, as amended by that Amendment to Loan Agreement dated January 24, 1996,
as amended by that Amendment to Loan Agreement dated May 27, 1997, as amended by
that Amendment to Loan Agreement dated June 27, 1997 and as amended by that
Amendment to Loan Agreement dated December 22, 1997 (as so amended and as
otherwise amended from time to time, the "Loan Agreement") as follows:
(Capitalized terms used but not defined in this Amendment, shall have the
meanings set forth in the Loan Agreement.)
1. LIMITED WAIVER. Silicon and Borrower hereby agree the compliance with
the Quick Ratio financial covenant, as set forth in the section of the Schedule
to the Loan Agreement entitled "Financial Covenants (Section 4.1), is hereby
waived for the period ending December 31, 1997, provided that the parties hereto
understand and agree that such waiver does not mean or imply a waiver of this
provision in the future or any other term of provision of the Loan Agreement,
all of which, as modified by this Agreement, shall remain in full force and
effect.
2. MODIFICATION TO FINANCIAL COVENANT. The Quick Ratio financial
covenant set forth in the section of the Schedule to the Loan Agreement entitled
"Financial Covenants (Section 4.1)" is hereby amended to read as follows:
"QUICK ASSET RATIO: Parent shall maintain a ratio of "Quick Assets" to
current liabilities of not less than 1.25 to 1 for
each of the periods ending March 31, 1998 and June
30, 1998. Thereafter, Parent shall maintain a
ratio of "Quick Assets" to current liabilities of
not less than 1.75 to 1."
3. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon
that All representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.
4. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and the Borrower, and
the other written documents and agreements between Silicon and the Borrower set
forth in full all of the
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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representations and agreements of the parties with respect to the subject matter
hereof and supersede all prior discussions, representations, agreements and
understandings between the parties with respect to the subject hereof. Except as
herein expressly amended, all of the terms and provisions of the Loan Agreement,
and all other documents and agreements between Silicon and the Borrower shall
continue in full force and effect and the same are hereby ratified and
confirmed.
CALBIOCHEM-NOVABIOCHEM SILICON VALLEY BANK
CORPORATION
BY /s/ XXXXX XXXXXX
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TITLE SVP
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BY /s/ XXXXX X. XXXXXXX
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PRESIDENT OR VICE PRESIDENT
BY /s/ XXXXXX X. XXXX
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SECRETARY OR ASS'T SECRETARY
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SILICON VALLEY BANK AMENDMENT TO LOAN AGREEMENT
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CONSENT
The undersigned guarantors acknowledge that their consent to the
foregoing Amendment is not required, but the undersigned nevertheless do hereby
consent to the foregoing Amendment and to the documents and agreements referred
to therein and to all future modifications and amendments thereto, and to any
and all other present and future documents and agreements between or among the
foregoing parties. Nothing herein shall in any way limit any of the terms or
provisions of the Guaranties executed by the undersigned in favor of Silicon,
all of which are hereby ratified and affirmed and shall continue in full force
and effect.
CN BIOSCIENCES, INC. CALBIOCHEM-NOVABIOCHEM AG
BY: /s/ XXXXX. X. XXXXXXX BY: XXXXXXX X. XXXXXXXXXXXX
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TITLE: V.P. TITLE: DIRECTOR
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