Portions of this exhibit marked [*] are requested to be treated confidentially. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 10th, 2011 • Furiex Pharmaceuticals, Inc. • Pharmaceutical preparations • Maryland
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of August 18, 2011 (the “Closing Date”) by and among MIDCAP FUNDING III, LLC, a Delaware limited liability company, with an office located at 7735 Old Georgetown Road, Suite 400, Bethesda, Maryland 20814 (“MidCap”), as administrative agent (“Agent”), the Lenders listed on Schedule 1 hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), and FURIEX PHARMACEUTICALS, INC., a Delaware corporation, APBI HOLDINGS, LLC, a North Carolina limited liability company, DEVELOPMENT PARTNERS, LLC, a Delaware limited liability company, and GENUPRO, INC., a North Carolina corporation (either individually or collectively as the context may require, the “Borrower”), provides the terms on which Lenders agree to lend to Borrower and Borrower shall repay Lenders. The parties agree as follows:
SECURED PROMISSORY NOTEFuriex Pharmaceuticals, Inc. • November 10th, 2011 • Pharmaceutical preparations
This Promissory Note is executed and delivered in connection with that certain Loan and Security Agreement of even date herewith by and among Borrower, MidCap Funding III, LLC, as agent for Lenders, and Lender, and the other lenders named therein from time to time (as the same may from time to time be amended, modified, restated 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, and upon any such Event of Default, all principal and interest and other obligations owing un
PLEDGE AGREEMENTPledge Agreement • November 10th, 2011 • Furiex Pharmaceuticals, Inc. • Pharmaceutical preparations
THIS PLEDGE AGREEMENT (this “Agreement”) is made as of August , 2011, by and between FURIEX PHARMACEUTICALS, INC., a Delaware corporation, APBI HOLDINGS, LLC, a North Carolina limited liability company, DEVELOPMENT PARTNERS, LLC, a Delaware limited liability company, and GENUPRO, INC., a North Carolina corporation (either individually or collectively as the context may require, the “Pledgor”), and MIDCAP FUNDING III, LLC, a Delaware limited liability company, as agent (in such capacity, together with its successors and assigns, “Agent”) for itself and the other Lenders (as defined herein).
