TPTX, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 17th, 2008 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • California
Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.
UNCONDITIONAL GUARANTYUnconditional Guaranty • June 17th, 2008 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • California
For and in consideration of the loan by COMERICA BANK (“Bank”) to TPTX, INC. (“Borrower”), which loan is made pursuant to a Loan and Security Agreement between Borrower and Bank dated as of June 11, 2008, as amended from time to time (the “Agreement”), and acknowledging that Bank would not enter into the Agreement without the benefit of this Guaranty, the undersigned guarantor (“Guarantor”) hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrower owes to Bank and performance by Borrower of the Agreement and any other agreements between Borrower and Bank, as amended from time to time (collectively referred to as the “Agreements”), in strict accordance with their respective terms. All terms used without definition in this Guaranty shall have the meaning assigned to them in the Agreement.
ContractTorreyPines Therapeutics, Inc. • June 17th, 2008 • Pharmaceutical preparations • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THIRD PARTY SECURITY AGREEMENTThird Party Security Agreement • June 17th, 2008 • TorreyPines Therapeutics, Inc. • Pharmaceutical preparations • California
This Third Party Security Agreement (this “Agreement”) is made and entered into as of June 11, 2008 by and between the undersigned (“Grantor”), and COMERICA BANK (the “Bank”).
