LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 22nd, 2010 • Zalicus Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 22, 2010 (the “Effective Date”) among OXFORD FINANCE CORPORATION, a Delaware corporation with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, the “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), ZALICUS INC., a Delaware corporation with offices located at 245 First Street, Third Floor, Cambridge, Massachusetts 02142 (“Zalicus”) and ZALICUS PHARMACEUTICALS LTD., a corporation organized under the laws of British Columbia, Canada (“Zalicus-Canada”) (Zalicus and Zalicus-Canada are referred to herein individually and collectively, jointly and severally, solidarily, as “Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The partie
ContractWarrant Agreement • December 22nd, 2010 • Zalicus Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES (SUBJECT TO THE PROVISIONS OF ARTICLE 5 BELOW), SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
