[LOGO]
IMPERIAL BANK
Member FDIC
CREDIT AGREEMENT
This Agreement is made by and between Matrix Pharmaceutical, Inc.
("Borrower") and Imperial Bank, a California banking corporation, ("Bank").
In consideration of mutual covenants and conditions hereof, the parties
hereto agree as follows'
1. REPRESENTATIONS OF BORROWER
Borrower represents and warrants that:
1.01 Existence and Rights. Borrower is a corporation duly organized and
existing and in good standing under the laws of Delaware, without limit as to
the duration of its existence and is authorized and in good standing to do
business in the State of California; Borrower has corporate powers and adequate
authority, rights and franchises to own its property and to carry on its
business as now conducted, and is duly qualified and in good standing in each
State in which the character of the properties owned by it therein or the
conduct of its business makes such qualification necessary; and Borrower has the
power and adequate authority to make and carry out this Agreement.
1.02 Agreement Authorized. The execution, delivery and performance of
this Agreement are duly authorized and do not require the consent or approval of
any governmental body or other regulatory authority; are not in contravention of
or in conflict with any law or regulation or any term or provision of Borrower's
articles of incorporation, by-laws, or Articles of Association, as the case may
be, and this Agreement is the valid, binding and legally enforceable obligation
of Borrower in accordance with its terms; subject only to bankruptcy, insolvency
or similar laws affecting creditors rights generally.
1.03 No Conflict. The execution, delivery and performance of this
Agreement are not in contravention of or in conflict with any agreement,
indenture or undertaking to which Borrower is a party or by which it or any of
its property may be bound or affected, and do not cause any lien, charge or
other encumbrance to be created or imposed upon any such property by reason
thereof.
1.04 Litigation. There is no litigation or other proceeding pending or
threatened against or affecting Borrower which if determined adversely to
Borrower or its interest would have a material adverse effect on the financial
condition of Borrower, and Borrower is not in default with respect to any order,
writ, injunction, degree or demand of any court or other governmental or
regulatory authority which could reasonably be expected to have a material
adverse effect on Borrower.
1.05 Financial Condition. The balance sheet of Borrower as of June 30,
1997, a copy of which has heretofore been delivered to Bank by Borrower, and all
other statements and data submitted in writing by Borrower to Bank in connection
with this request for credit are true and correct, and said balance sheet truly
presents the financial condition of Borrower as of the date thereof, and has
been prepared in accordance with generally accepted accounting principles on a
basis consistently maintained. Since such date, there have been no material
adverse changes in the financial condition or business of Borrower. Borrower has
no knowledge of any material liabilities, contingent or otherwise, at such date
not reflected in said balance sheet, and Borrower has not entered into any
special commitments or substantial contracts which are not reflected in said
balance sheet, other than in the ordinary and normal course of its business,
which could reasonably be expected to may have a materially adverse effect upon
its financial condition, operations or business as now conducted.
CREDIT AGREEMENT
October 8, 1997
1.06 Title to Assets. Borrower has good title to its assets, and the
same are not subject to any liens or encumbrances other than those permitted by
Section 3.03 hereof.
1.07 Tax Status. Borrower has no material liability for any delinquent
state, local or federal taxes, and, if Borrower has contracted with any
government agency, Borrower has no liability for renegotiation of profits.
1.08 Trademarks, Patents. To the best of Borrower's knowledge, Borrower,
as of the date hereof, owns or is licensed or otherwise has the right to use all
necessary trademarks, trade names, copyrights, patents, patent rights, and
licenses to conduct its business as now operated, without any known conflict
with the valid trademarks, trade names, copyrights, patents and license rights
of others except where the foregoing could reasonably be expected to have a
material adverse effect on Borrower.
1.09 Regulation U. None of the proceeds of any loan from the Bank to
Borrower shall be used to purchase or carry margin stock (as defined within
Regulation U of the Board of Governors of the Federal Reserve system).
2. AFFIRMATIVE COVENANTS OF BORROWER
Borrower agrees that so long as it is indebted to Bank, under
borrowings, or other indebtedness, it will, unless Bank shall otherwise consent
in writing:
2.01 Rights and Facilities. Maintain and preserve all rights, franchises
and other authority adequate for the conduct of its business; maintain its
properties, equipment and facilities in good order and repair; conduct its
business in an orderly manner without voluntary interruption and, if a
corporation or partnership, maintain and preserve its existence.
2.02 Insurance. Maintain public liability, property damage and workers'
compensation insurance and insurance on all its insurable property against fire
and other hazards with responsible insurance carriers to the extent usually
maintained by similar businesses and/or in the exercise of good business
judgment and as to property insurance have Bank named as loss payee in an
Lenders "Loss Payable" Endorsement Form 438BFU or equivalent.
2.03 Taxes and Other Liabilities. Pay and discharge, before the same
become delinquent and before penalties accrue thereon, all taxes, assessments
and governmental charges upon or against it or any of its properties, and all
its other liabilities at any time existing, except to the extent and so long as:
a. The same are being contested in good faith and by appropriate
proceedings in such manner as not to cause any materially adverse
effect upon its financial condition or the loss of any right of
redemption from any sale thereunder; and
b. It shall have set aside on its books reserves (segregated to the
extent required by generally accepted accounting practice) deemed
by it adequate with respect thereto.
2
CREDIT AGREEMENT
October 8, 1997
2.04 Financial Covenants. Borrower to maintain "Liquid Assets," of not
less than the greatest of (a) an amount equal to two and one half (2.5) times
the most recent quarterly "Cash Burn Rate," (b) two (2.0) times total
liabilities (excluding Borrower's existing outstanding mortgage obligation as
shown in its financial statement dated June 30, 1997, and any amounts due Bank,
or (c) $22,000,000. "Liquid Assets" is defined as the sum of cash, cash
equivalents, and short term investments. "Cash Burn Rate" is defined as the
decrease in Liquid Assets during the three months ending as of the date of
calculation, and will be calculated and reported as of the last day of each
month.
In the event of a default of the foregoing:
a. Borrower may cure such default by providing cash collateral to
Bank in an amount equal to the balance of the loan.
b. In the event of a full cash collateralization as a cure of
default, Bank agrees to release its interest in the secured
collateral and promptly execute and deliver to Borrower all
documents necessary to evidence the release or termination of any
liens or security interests existing in favor of Bank relating to
the Collateral.
All financial covenants and financial information referenced herein shall
be interpreted and prepared in accordance with generally accepted
accounting principles applied on a basis consistent with previous years.
Compliance with financial covenants shall be calculated and monitored on a
monthly basis.
2.05 Records and Reports. Maintain a standard and modern system of
accounting in accordance with generally accepted accounting principles on a
basis consistently maintained.
a. Monthly Financial Statement. Within thirty (30) days after the
close of each month of each fiscal year of Borrower, commencing
with the month next ending, a balance sheet and profit and loss
statement as of the close of such period and covering operations
for the portion of Borrower's fiscal year ending on the last day of
such period, all in reasonable detail, prepared in accordance with
generally accepted accounting principles on a basis consistently
maintained by Borrower and certified by an appropriate officer of
Borrower.
b. Quarterly 10(Q) (as filed with the SEC) within 45 days after the
close of each quarter end.
c. Annual 10(K) (as filed with the SEC) within 90 days after the
close of fiscal year end.
d. Other Information. Such other information relating to the
operations, properties, business or condition of Borrower as the
Bank reasonably may request from time to time;
e. Management Letter. In connection with each fiscal year end
financial statement furnished to Bank hereunder, any management
letter of Borrower's independent certified public accountant.
2.06 Notice of Default. Promptly notify Bank in writing of the
occurrence of any Event of Default hereunder or any event which upon notice and
lapse of time would be an Event of Default.
3
CREDIT AGREEMENT
October 8, 1997
2.0 Operating Accounts. Based upon Borrower's satisfactory review of
Bank's products and services, and Bank's competitive pricing of those products
and services, Borrower to maintain all primary accounts and banking relationship
with Bank within 90 days from funding any loans, and during the term of any
loans from Bank to Borrower. Borrower shall maintain or cause to be maintained,
on deposit with Imperial Bank, non-interest bearing demand deposit balances
sufficient to compensate Bank for all services provided by Bank. Balances shall
be calculated after reduction for the reserve requirement of the Federal Reserve
Board and uncollected funds. Any deficiencies shall be charged directly to the
Borrower on a monthly basis.
2.08 Attorney's Fees. Pay promptly to Bank without demand after notice,
with interest thereon from the date of expenditure at the rate applicable to any
loans from Bank to Borrower, reasonable attorneys' fees and all costs and
expenses paid or incurred by Bank in collecting or compromising any such loan
after the occurrence of an Event of Default, whether or not suit is filed. If
suit is brought to enforce any provision of this Agreement, the prevailing party
shall be entitled to recover its reasonable attorneys' fees and court costs in
addition to any other remedy or recovery awarded by the court.
3. NEGATIVE COVENANTS OF BORROWER
Borrower agrees that so long as it is indebted to Bank, it will
not, without Bank's written consent:
3.01 Type of business: Management. Make any substantial change in the
character of its business.
3.02 Outside Indebtedness. Other than in the ordinary course of business
and consistent with past practices, create, incur, assume or permit to exist any
indebtedness for borrowed moneys, other than loans from the Bank, exceed
obligations now existing as shown in the financial statement dated June 30,
1997, excluding those obligations being refinanced by Bank or loans incurred
after March 31, 1998.
3.03 Liens and Encumbrances. Other than in the ordinary course of
business and consistent with past practices, create, incur, or assume any
mortgage, pledge, encumbrance, lien or charge of any kind upon any asset now
owned, other than liens for taxes not delinquent and liens in Bank's favor,
except for those already existing as of June 30, 1997, including but not limited
to liens in favor of the Federal Deposit Insurance Corporation or liens or
encumbrances incurred after March 31, 1998.
3.04 Liens, Investments, Secondary Liabilities. Make any loans or
advances to any person or other entity other than in the ordinary and normal
course of its business and consistent with past practices or make any investment
in the securities of any person inconsistent with existing investment policy; or
guarantee or otherwise become liable upon the obligation of any person or other
entity, except by endorsement of negotiable instruments for deposit or
collection in the ordinary and normal course of its business and consistent with
past practices.
3.05 Acquisition or Sale of Business; Merger or Consolidation. Purchase
or otherwise acquire the assets or business of any person or other entity; or
liquidate, dissolve, merge or consolidate, or commence any proceedings therefor;
or sell any assets except in the ordinary course of its business consistent with
past practices or for the betterment of the business; or sell, lease assign or
transfer any substantial part of its business or fixed assets, or any property
or other assets necessary for the continuance of its business as now conducted,
including without limitation the selling of any dividends, property or other
asset accompanied by the leasing back of the same except in the ordinary course
of business consistent with past practices.
4
CREDIT AGREEMENT
October 8, 1997
4. EVENTS OF DEFAULT
The occurrence of any of the following events (each an "Event of
Default") shall, at Bank's option, terminate Bank's commitment to lend and make
all sums of principal and interest then remaining unpaid on all Borrower's
indebtedness to Bank immediately due and payable, all without demand,
presentment or notice, all of which are hereby expressly waived:
4.01 Failure to Pay. Failure to pay any installment of principal or
interest on any indebtedness of Borrower to Bank within five business days of
when due.
4.02 Breach of Covenant. Failure of Borrower to perform any other term
or condition of this Agreement binding upon Borrower.
4.03 Breach of Warranty. Any of Borrower's representations or warranties
made herein or any statement or certificate at any time given in writing
pursuant hereto or in connection herewith shall be false or misleading in any
material respect.
4.1 Insolvency; Receiver or Trustee. Borrower shall become insolvent;
or admit its inability to pay its debts as they mature; or make an assignment
for the benefit of creditors; or apply for or consent to the appointment of a
receiver or trustee for it or for a substantial part of its property or
business.
4.05 Judgments, Attachments. Any money judgment, writ or warrant of
attachment, or similar process involving an amount in excess of $100,000 shall
be entered or filed against Borrower or any of its assets and shall remain
unvacated, unbonded or unstayed for a period later than five days prior to the
date of any proposed sale thereunder.
4.06 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against Borrower and, if
instituted against it, shall be not be vacated within thirty (30) days.
4.07 Collateral. The assignment or transfer of existing liens on
equipment in favor of the Federal Deposit Insurance Corporation to any
institution or creditor other than Bank.
5. MISCELLANEOUS PROVISIONS
5.01 Loan Fees. Borrower will pay Bank, upon execution hereof, a loan
fee in the sum of $50,000.
5.02 Failure or Indulgence Not Waiver. No failure or delay on the part
of Bank or any holder of any note issued by Borrower to Bank, in the exercise of
any power, right or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power, right or privilege
preclude other or further exercise thereof or of any other right, power or
privilege. All rights and remedies existing under this Agreement or any note
issued in connection with a loan that Bank may make hereunder, are cumulative
to, and not exclusive of, any rights or remedies otherwise available.
5.03 Additional Remedies. The rights, powers and remedies given to Bank
hereunder shall be cumulative and not alternative and shall be in addition to
all rights, powers and remedies given to Bank by law against Borrower or any
other person, including but not limited to Bank's rights of setoff or banker's
lien.
5
CREDIT AGREEMENT
October 8, 1997
5.04 Inurement. The benefits of this Agreement shall inure to the
successors and assigns of Bank and the permitted successors and assigns of
Borrower.
5.05 Applicable Law. This Agreement and all other agreements and
instruments required by Bank in connection therewith shall be governed by and
construed according to the laws of the State of California, to the jurisdiction
of whose courts the parties hereby agree to submit.
5.06 Offset. In addition to and not in limitation of all rights of
offset that Bank or other holder of any note issued by Borrower in favor of Bank
may have under applicable law, Bank or other holder of such notes shall, upon
the occurrence of any Event of Default or any event which with the passage of
time or notice would constitute such an Event of Default, have the right to
appropriate and apply to the payment of the outstanding under any such note any
and all balances, credits, deposits, accounts or monies of Borrower then or
thereafter with Bank or other holder, within ten (10) days after the Event of
Default, and notice of the occurrence of any Event of Default by Bank to
Borrower.
5.07 Severability. Should any one or more provisions of the Agreement be
determined to be illegal or unenforceable, all other provisions nevertheless
shall be effective.
5.08 Time of the Essence. Time is hereby declared to be of the essence
of this Agreement and of every part hereof.
5.09 Accounting. All accounting terms shall have the meanings applied
under generally accepted accounting principles unless otherwise specified.
5.10 Modification. This Agreement may be modified only by a writing
signed by both parties hereto.
This Agreement is executed on behalf of the parties by duly authorized
representatives as of October 8, 1997.
IMPERIAL BANK ("Bank")
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇, Vice President
Date: ---------------------------
MATRIX PHARMACEUTICAL, INC. ("Borrower")
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------
▇▇▇▇▇ ▇▇▇▇▇, Chief Executive Officer
6
IMPERIAL BANK
INNOVATIVE BUSINESS BANKING
Member FDIC
NOTE
$10,000,000 San Diego, California October 8, 1997
On October 15, 2002, and as hereafter provided, for value received, the
undersigned promises to pay to IMPERIAL BANK ("Bank"), a California banking
corporation, or order, at its San Diego Regional office, the principal sum of
$10,000,000 or such sums up to the maximum if so stated, as the Bank may now or
hereafter advance to or for the benefit of the undersigned in accordance with
the terms hereof, together with interest thereon from the date of disbursement
on the unpaid principal balance at the rate of nine percent (9.00%). Interest
shall be computed at the above rate on the basis of the actual number of days
during which the principal balance is outstanding, divided by 360, which shall,
for interest computation purposes, be considered one year. Interest shall be
payable monthly, included with principal, beginning November 15, 1997, and if
not so paid shall become a part of the principal. All payments shall be applied
first to interest and the remainder, if any, on principal. Principal and
interest shall be payable in installments of $160,890.78, or more, each
installment on the 15th day of each month, beginning November 15, 1997. Advances
not to exceed any unpaid balance owing at any one time equal to the maximum
amount specified above, may be made at the option of the Bank.
Borrower may, at any time, prepay all or any portion of the outstanding
principal balance of this note without penalty or premium. Any partial
prepayment shall be applied to the installments in inverse order of maturity.
Should default be made in the payment of principal or interest when due, or in
the performance or observance, when due, of any item, covenant or condition of
any deed of trust, security agreement or other agreement (including amendments
or extensions thereof) securing or pertaining to this note, at the option of the
holder hereof and without notice or demand, the entire balance of principal and
accrued interest then remaining unpaid shall (a) become immediately due and
payable, and (b) thereafter bear interest, until paid in full, at the increased
rate of 3% per year in excess of the rate provided for above, as it may vary
from time to time.
Defaults shall include, but not be limited to, the failure of the maker(s) to
pay principal or interest when due; the filing as to each. person obligated
hereon, whether as maker, co-maker, endorser or guarantor (individually or
collectively referred to as the "Obligor") of a voluntary or involuntary
petition under the provisions of the Federal Bankruptcy Act; the issuance of any
attachment or execution against any asset of any Obligor; or the death of any
Obligor.
If any installment payment or principal balance payment due hereunder is
delinquent ten or more days, Obligor agrees to pay a late charge in the amount
of 3% of the payments so due and unpaid, in addition to the payment; but nothing
in this paragraph is to be construed as any obligation on the part of the holder
of this note to accept payment of any installment past due or less than the
total unpaid principal balance after maturity.
If this note is not paid when due, each Obligor promises to pay all costs and
expenses of collection and reasonable attorneys' fees incurred by the holder
hereof on account of such collection, plus interest at the rate applicable to
principal, whether or not suit is filed hereon. Each Obligor shall be jointly
and severally liable hereon and consents to renewals, replacements and
extensions of time for payment hereof, before, at or after maturity; consents to
acceptance, release or substitution of security for this note; and waives demand
and protest and the right to assert any statute of limitations. The indebtedness
evidenced hereby shall be payable in lawful money of the United States. In any
action brought under or arising out of this note, each Obligor, including any
successor(s) or assign(s), hereby consents to the application of California law,
to the jurisdiction of any competent court within the State of California and to
service of process by any means authorized by California law.
No single or partial exercise of any power hereunder or under any deed of the
security agreement or other agreement in connection herewith shall preclude
other or further exercises thereof, or the exercise of any other such power. The
holder hereof shall at all times have the right to proceed against any portion
of the security for this note in such order and in such manner as such holder
may consider appropriate, without waiving any rights with respect to any of the
security. Any delay or omission on the part of the holder hereof in exercising
any right hereunder, or under any deed of trust, security agreement or other
agreement, shall not operate as a waiver of any such right, or any other right,
under this note or any deed of trust, security agreement or other agreement in
connection herewith.
See attached Reference Provision incorporated herein by this reference.
MATRIX PHARMACEUTICAL, INC.
------------------------------------- ---------------------------------------
BY /s/ ▇▇▇ ▇▇▇▇▇
------------------------------------- ---------------------------------------
▇▇▇ ▇▇▇▇▇, CEO/SFO/Secretary
The following Reference Provision is by this reference incorporated in the Note
dated October 8, 1997, executed by MATRIX PHARMACEUTICAL, INC.
REFERENCE PROVISION
1. Other than (i) non-judicial foreclosure and all matters in connection
therewith regarding security interests in real or personal property; or (ii) the
appointment of a receiver, or the exercise of other provisional remedies (any
and all of which may be initiated pursuant to applicable law), each controversy,
dispute or claim between the parties arising out of or relating to this Note
("Agreement"), which controversy, dispute or claim is not settled in writing
within thirty (30) days after the "Claim Date" (defined as the date on which a
party subject to the Agreement gives written notice to all other parties that a
controversy, dispute or claim exists), will be settled by a reference proceeding
in California in accordance with the provisions of Section 638 et seq. of the
California Code of Civil Procedure ("CCP"), or their successor section, which
shall constitute the exclusive remedy for the settlement of any controversy,
dispute or claim concerning this Agreement, including whether such controversy,
dispute or claim is subject to the reference proceeding and except as set forth
above, the parties waive their rights to initiate any legal proceedings against
each other in any court or jurisdiction other than the Superior Court in the
County where the Real Property, if any, is locate or Los Angeles County if none
(the "Court"). The referee shall be a retired Judge of the Court selected by
mutual agreement of the parties, and if they cannot so agree within forty-five
(45) days after the Claim Date, the referee shall be promptly selected by the
Presiding Judge of the Court (or his representative). The referee shall be
appointed to sit as a temporary judge, with all of the powers of a temporary
judge, as authorized by law, and upon selection should take and subscribe to the
oath of office as provided for in Rule 244 of the California Rules of Court (or
any subsequently enacted Rule). Each party shall have one peremptory challenge
pursuant to CCP s.s. 170.6. The referee shall (a) be requested to set the matter
for hearing within sixty (60) days after the Claim Date and (b) try any and all
issues of law or fact and report a statement of decision upon them, if possible,
within ninety (90) days of the Claim Date. Any decision rendered by the referee
will be final, binding and conclusive and judgment shall be entered pursuant to
CCP s.s. 644 in any court in the State of California having jurisdiction. Any
party may apply for a reference proceeding at any time after thirty (30) days
following the notice to any other party of the nature of the controversy,
dispute or claim, by filing a petition for a hearing and/or trial. All discovery
permitted by this Agreement shall be completed no later than fifteen (15) days
before the first hearing date established by the referee. The referee may extend
such period in the event of a party's refusal to provide requested discovery for
any reason whatsoever, including, without limitation, legal objections raised to
such discovery or unavailability of a witness due to absence or illness. No
party shall be entitled to "priority" in conducting discovery. Depositions may
be taken by either party upon seven (7) days written notice, and request for
production or inspection of documents shall be responded to within ten (10) days
after service. All disputes relating to discovery which cannot be resolved by
the parties shall be submitted to the
referee whose decision shall be final and binding upon the parties. Pending
appointment of the referee as provided herein, the Court is empowered to issue
temporary and/or provisional remedies, as appropriate.
2. Except as expressly set forth in this Agreement, the referee shall
determine the manner in which the reference proceeding is conducted including
the time and place of all hearings, the order of presentation of evidence, and
all other questions that arise with respect to the course of the reference
proceeding. All proceedings and hearings conducted before the referee, except
for trial, shall be conducted without a court reporter, except that when any
party so requests, a court reporter will be used at any hearing conducted before
the referee. The party making such a request shall have the obligation to
arrange for and pay for the court reporter. The costs of the court reporter at
the trial shall be borne equally by the parties.
3. The referee shall be required to determine all issues in accordance with
existing case law and the statutory laws of the State of California. The rules
of evidence applicable to proceedings at law in the State of California will be
applicable to the reference proceeding. The referee shall be empowered to enter
equitable as well as legal relief, to provide all temporary and/or provisional
remedies and to enter equitable orders that will be binding upon the parties.
The referee shall issue a single judgment at the close of the reference
proceeding which shall dispose of all of the claims of the parties that are the
subject of the reference. The parties hereto expressly reserve the right to
contest or appeal from the final judgment or any appealable order or appealable
judgment entered by the referee. The parties hereto expressly reserve the right
to findings of fact, conclusions of law, a written statement of decision, and
the right to move for a new trial or a different judgment, which new trial, if
granted, is also to be a reference proceeding under this provision.
4. In the event that the enabling legislation which provides for
appointment of a referee is repealed (and no successor statute is enacted), any
dispute between the parties that would otherwise be determined by the reference
procedure herein described will be resolved and determined by arbitration. The
arbitration will be conducted by a retired judge of the Court, in accordance
with the California Arbitration Act, s.s. 1280 through s.s. 1294.2 of the CCP as
amended from time to time. The limitations with respect to discovery as set
forth hereinabove shall apply to any such arbitration proceeding.
MATRIX PHARMACEUTICAL, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇
----------------------------
▇▇▇ ▇▇▇▇▇, CEO/CFO/Secretary
IMPERIAL BANK
INNOVATIVE BUSINESS BANKING
Member FDIC
GENERAL SECURITY AGREEMENT
(Tangible and Intangible Personal Property)
This Agreement is executed on October 8, 1997, by MATRIX PHARMACEUTICAL, INC.
(hereinafter called "Obligor"). In consideration of financial accommodations
given, to be given or continued, the Obligor grants to IMPERIAL BANK
(hereinafter called "Bank") a security interest in (a) all property (i)
delivered to Bank by Obligor, (ii} which shall be in Bank's possession or
control in any matter or for any purpose, {iii) described below, (iv) now owned
or hereafter acquired by Obligor of the type or class described below and/or in
any supplementary schedule hereto, or in any financing statement filed by Bank
and executed by or on behalf of Obligor; (b) the proceeds, increase and products
of such property, all accessions thereto, and all property which Obligor may
receive on account of such collateral which Obligor will immediately deliver to
Bank (collectively referred to as "Collateral") to secure payment and
performance of all of Obligor's present or future debts or obligations to Bank,
whether absolute or contingent (hereafter referred to as "Debt"). Unless
otherwise defined, words used herein have the meanings given them in the
California Uniform Commercial Code.
Collateral:
A. VEHICLE, VESSEL, AIRCRAFT:
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Year Make/Manufacturer Model Identification License or New or Used
and Serial No. Registration No.
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Engine or other equipment:
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(For aircraft - original ink signature on Copy to FAA)
B. DEPOSIT ACCOUNTS:
Type Account Number Amount $
----------------- ------------------ -----------------
In name of Depository
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AND ALL EXTENSIONS OR RENEWALS THEREOF.
C. ACCOUNTS, INTANGIBLES AND OTHER: (Describe)
All equipment acquired by Obligor subsequent to October 21, 1995, and prior to
March 31, 1998, wherever located, including but not limited to those items of
equipment described on attached Exhibit "A" including all proceeds thereof.
The collateral not in Bank's possession will be located at: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇.,
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇; or ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
[ ] If checked, the Obligor is executing this Agreement as an Accommodation
Debtor only and the Obligor's liability is limited to the security interest
granted in the Collateral described herein. The party being accommodated is
("Borrower").
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All the terms and provisions on the reverse side hereof are incorporated herein
as though set forth in full, and constitute a part of this Agreement.
Signature
Name (indicate title, if applicable) Address
MATRIX PHARMACEUTICAL By: /s/ ▇▇▇ ▇▇▇▇▇ 34700 Campus Dr.
--------------------- ---------------------------- -------------------
▇▇▇ ▇▇▇▇▇, CEO/CFO/Secretary ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
--------------------- ---------------------------- -------------------
--------------------- ---------------------------- -------------------
Page 1 of 2
L552E (Rev 10/92)
20862433
Obligor represents, warrants and agrees:
1. Obligor will immediately pay (a) any Debt when due, (b) Bank's costs of
collecting the Debt, of protecting insuring or realizing on Collateral, and any
reasonable expenditure of Bank pursuant hereto, including attorneys' fees and
expenses, with interest at the rate applicable to the Debt, whichever is less,
from the date of expenditure, and (c) any deficiency after realization of
Collateral.
2. Oligor will use the proceeds of any can that becomes Debt hereunder for the
purposes indicated on the application therefore, and will promptly contract to
purchase and pay the purchase price of any property which becomes Collateral
hereunder from the proceeds of any loan made for that purpose.
3. As to all Collateral in Obligor possession (unless specifically otherwise
agreed by Bank in writing), Obligor will:
(a) Have, or has, possession of the Collateral at the locations disclosed
to Bank and will not remove the Collateral from the locations.
(b) Keep the Collateral separate and identifiable.
(c) Maintain the Collateral in good and saleable condition, repair it if
necessary, clean, feed, shelter, water, medicate, fertilize, cultivate,
irrigate, prune and otherwise deal with the Collateral in all such ways as
are considered good practice by owners of like property, use it lawfully
and only as permitted by insurance policies, and permit Bank to inspect the
Collateral at any time.
(d) Not sell, contract to sell, lease, encumber or transfer the Collateral
(other than inventory Collateral) until the Debt has been paid, even though
Bank has security interest in proceeds of such Collateral.
4. As to Collateral which is inventory and accounts, Obligor:
(a) May, until notice from Bank, sell, lease or otherwise dispose of
inventory Collateral in the ordinary course of business only, and collect
the cash proceeds thereof.
(b) Will, upon notice from Bank, deposit all cash proceeds as received in a
demand deposit account with Bank, containing only such proceeds and deliver
statements identifying units of inventory disposed of, accounts which gave
rise to proceeds, and all acquisitions and returns of inventory as required
by Bank.
(c) Will receive in trust, schedule on forms satisfactory to the Bank and
deliver to Bank all non-cash proceeds other than inventory received in
trade.
(d) If not in default, may obtain release of Bank's interest in individual
units of inventory upon request, therefore, payment to Bank of the release
price of such units shown on any Collateral schedule supplementary hereto,
and compliance herewith as to proceeds thereof.
5. [INTENTIONALLY OMITTED]
6. Obligor owns all Collateral absolutely, and no other person has or claims any
interest in any Collateral, except as disclosed to and accepted by Bank in
writing. Obligor will defend any proceeding which may affect title to or Bank's
security interest in any Collateral, and will indemnify and hold Bank free and
harmless from all costs and expenses of Bank's defense.
7. Obligor will pay when due all existing or future charges, liens or
encumbrances on and all taxes and assessments now or hereafter imposed on or
affecting the Collateral and, if the Collateral is in Obligor possession, the
realty on which the Collateral is located.
8. Obligor will insure the Collateral with Bank as loss payee in form and
amounts with companies, and against risks and liability satisfactory to Bank,
and hereby assigns such policies to Bank, agrees to deliver them to Bank at
Bank's request, and authorizes Bank to make any claim thereunder, to cancel the
insurance on Obligor default, and to receive payment of and endorse any
instrument in payment of any loss or return premium. If Obligor should fail to
deliver the required policy or policies to the Bank, Bank may, at Obligor cost
and expense, without any duty to do so, get and pay for insurance naming as the
insured, at Bank's option, either both Obligor and Bank, or only Bank, and the
cost thereof shall be secured by this Security Agreement, and shall be repayable
as provided in Paragraph 1 above.
9. Obligor will give Bank any information it reasonably requires relating to the
Collateral or Obligor's operations, properties, business or condition. All
information at any time supplied to Bank by Obligor (including, but not limited
to, the value and condition of Collateral, financial statements, financing
statements, and statements made in documentary Collateral) is correct and
complete, and Obligor will notify Bank of any adverse change in such
information. Obligor will promptly notify Bank of any change of Obligor's
residence, chief executive office or mailing address.
10. Upon the occurrence of any Event of Default under the Credit Agreement or
hereunder, Bank is irrevocably appointed Obligor attorney-in-fact to do any act
which Obligor is obligated hereby to do, to exercise such rights as Obligor may
exercise, to use such equipment as Obligor might use, to enter Obligor premises
to give notice of Bank's security interest, and to collect Collateral and
proceeds and to execute and file in Obligor name any financing statements and
amendments thereto required to perfect Bank's security interest hereunder, all
to protect and preserve the Collateral and Bank's rights hereunder. Bank may:
(a) Endorse, collect and receive delivery or payment of instruments and
documents constituting Collateral;
(b) Make extension agreements with respect to or affecting Collateral,
exchange it for other Collateral, release persons liable thereon or take
security for the payment thereof, and compromise disputes in connection
therewith;
(c) Use or operate Collateral for the purpose of preserving Collateral or
its value and for preserving or liquidating Collateral.
11. [INTENTIONALLY OMITTED]
12. Upon the occurrence of any Event of Default under the Credit Agreement or
hereunder, at Bank's option, without demand or notice, all or any part of the
Debt shall immediately become due. Bank shall have all rights given by law, and
may sell, in one or more sales, Collateral in any county where Bank has an
office. Bank may purchase at such sale. Sales for cash or on credit to a
wholesaler, retailer or user of the Collateral, or at public or private auction,
are all to be considered commercially reasonable. Bank may require Obligor to
assemble the Collateral and make it available to Bank at the entrance to the
location of the Collateral, or a place designated by Bank.
Defaults shall include:
(a) Obligor failure to pay or perform this or any agreement with Bank or
breach of any warranty herein, or Borrower failure to pay or perform any
agreement with Bank.
(b) [INTENTIONALLY OMITTED]
(c) Any actual material deterioration of the Collateral or in the market
price thereof which causes it, in Bank's judgment, to become unsatisfactory
as security.
(d) Any levy or seizure against Borrower or any material portion of the
Collateral.
(e) Death, termination of business, assignment for creditors, insolvency,
appointment of receiver, or the filing of any petition under bankruptcy or
debtors relief laws of, by or against Obligor or Borrower or any guarantor
of the Debt.
(f) Any warranty or representation which is false or is believed in good
faith by Bank to be false.
13. Bank's acceptance of partial or delinquent payments or the failure of Bank
to exercise any right or remedy shall not waive any obligation of Obligor or
Borrower or right of Bank to modify this Agreement, or waive any other similar
default.
14. On transfer of all or any part of the Debt, Bank may transfer all or any
part of the Collateral. Bank may deliver all or any part of the Collateral to
any Obligor at any time. Any such transfer or delivery shall discharge Bank from
all liability and responsibility with respect to such Collateral transferred or
delivered. This Agreement benefits Bank's successors and assigns and binds
Obligor heirs, legatees, personal representatives, successors and assigns.
Obligor agrees not to assert against any assignee of Bank any claim or defense
that may exist against Bank. Time is of the essence. This Agreement and
supplementary schedules hereto contain the entire security agreement between
Bank and Obligor. Obligor will execute any additional agreements, assignments or
documents reasonably required by Bank to carry this Agreement into effect.
15. This Agreement shall be governed by and construed in accordance with the
laws of the State of California, to the jurisdiction of whose courts the Obligor
hereby agrees to submit. Obligor agrees that service of process may be
accomplished by any means authorized by California law. All words used herein in
the singular shall be considered to have been used in the plural where the
context and construction so require.
Page 2 of 2
L552E (Rev 10/92)
210862433
================================================================================ THIS SPACE FOR USE OF FILING OFFICER
FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant the Uniform Commercial
Code and will remain effective, with certain exceptions, for 5 years from date
of filing.
------------------------------------------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER B. FILING OFFICE ACCT.# (optional)
(optional) Bubnack/#1100/JL
------------------------------------------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)
IMPERIAL BANK
ATTN: LENDING SERVICES
▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (If applicable) [ ] LESSOR/LESSEE [ ]CONSIGNOR/CONSIGNEE [ ] NON-UCC FILING
====================================================================================================================================
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or lb)
------------------------------------------------------------------------------------------------------------------------------------
la. ENTTY'S NAME
MATRIX PHARMACEUTICAL, INC.
OR ------------------------------------------------------------------------------------------------------------------------------
1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D. # OPTIONAL 1e. TYPE OF ENTITY 1f. ENTITY'S STATE 1g ENTITY'S ORGANIZATIONAL I.D. #, if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR ORGANIZATION [ ] NONE
====================================================================================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)
------------------------------------------------------------------------------------------------------------------------------
2a. ENTITY'S NAME
OR ------------------------------------------------------------------------------------------------------------------------------
2B. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
------------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D. # OPTIONAL 2e. TYPE OF ENTITY 2f ENTITY'S STATE 2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR ORGANIZATION [ ] NONE
====================================================================================================================================
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b).
------------------------------------------------------------------------------------------------------------------------------------
3a. ENTITY'S NAME
------------------------------------------------------------------------------------------------------------------------------
IMPERIAL BANK
OR ------------------------------------------------------------------------------------------------------------------------------
3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
▇▇▇ "▇" ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
====================================================================================================================================
4. This FINANCING STATEMENT covers the following types or items of property.
All equipment acquired by Debtor subsequent to October 21, 1995, and prior to March 31, 1998, wherever located including all
proceeds thereof.
====================================================================================================================================
5. CHECK [ ] THIS FINANCING STATEMENT is signed by the Secured Party instead 7. If filed in Florida (check one)
BOX of the Debtor to perfect a security interest (a) in collateral [ ] Documentary [ ] Documentary stamp
(if applicable) already subject to a security interest on another jurisdiction stamp tax paid tax not applicable
when it was brought into this state, or when the debtor's
location was changed to this state or (b) in accordance with
other statutory provisions (additional data may be required)
====================================================================================================================================
6. REQUIRED SIGNATURE(S) MATRIX PHARMACEUTICAL, INC. 8. [ ] This FINANCING STATEMENT is to be filed
(for record) (or recorded) in the REAL
ESTATE RECORDS
By: /s/ J.R. ▇▇▇▇▇ Attach Addendum [if applicable]
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇, CEO/CFO Secretary 9. Check to REQUEST SEARCH CERTIFICATE(S) on
Debtor(s)
[ADDITIONAL FEE] (optional)
[X] All Debtors [ ] Debtor 1 [ ] Debtor 2
====================================================================================================================================
(1) FILING OFFICER COPY - NATIONAL FINANCING STATEMENT (FORM UCC1) (TRANS) (REV. 12/18/95) Imperial Bank ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇ 310-417-5600
THIS SPACE FOR USE OF FILING OFFICER
================================================================================
FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant the Uniform Commercial
Code and will remain effective, with certain exceptions, for 5 years from date
of filing.
------------------------------------------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER B. FILING OFFICE ACCT.# (optional)
(optional) Bubnack/#1100/JL
------------------------------------------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)
IMPERIAL BANK
ATTN: LENDING SERVICES
▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (If applicable) [ ] LESSOR/LESSEE [ ]CONSIGNOR/CONSIGNEE [ ] NON-UCC FILING
====================================================================================================================================
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or lb)
------------------------------------------------------------------------------------------------------------------------------------
la. ENTTY'S NAME
MATRIX PHARMACEUTICAL, INC.
OR ------------------------------------------------------------------------------------------------------------------------------
1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D. # OPTIONAL 1e. TYPE OF ENTITY 1f. ENTITY'S STATE 1g ENTITY'S ORGANIZATIONAL I.D. #, if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR ORGANIZATION [ ] NONE
====================================================================================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)
------------------------------------------------------------------------------------------------------------------------------
2a. ENTITY'S NAME
OR ------------------------------------------------------------------------------------------------------------------------------
2B. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
------------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D. # OPTIONAL 2e. TYPE OF ENTITY 2f ENTITY'S STATE 2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR ORGANIZATION [ ] NONE
====================================================================================================================================
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b).
------------------------------------------------------------------------------------------------------------------------------------
3a. ENTITY'S NAME
------------------------------------------------------------------------------------------------------------------------------
IMPERIAL BANK
OR ------------------------------------------------------------------------------------------------------------------------------
3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
▇▇▇ "▇" ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
====================================================================================================================================
4. This FINANCING STATEMENT covers the following types or items of property.
All equipment acquired by Debtor subsequent to October 21, 1995, and prior to March 31, 1998, wherever located including all
proceeds thereof.
====================================================================================================================================
5. CHECK [ ] THIS FINANCING STATEMENT is signed by the Secured Party instead 7. If filed in Florida (check one)
BOX of the Debtor to perfect a security interest (a) in collateral [ ] Documentary [ ] Documentary stamp
(if applicable) already subject to a security interest on another jurisdiction stamp tax paid tax not applicable
when it was brought into this state, or when the debtor's
location was changed to this state or (b) in accordance with
other statutory provisions (additional data may be required)
====================================================================================================================================
6. REQUIRED SIGNATURE(S) MATRIX PHARMACEUTICAL, INC. 8. [ ] This FINANCING STATEMENT is to be filed
(for record) (or recorded) in the REAL
ESTATE RECORDS
By: /s/ J.R. ▇▇▇▇▇ Attach Addendum [if applicable]
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇, CEO/CFO Secretary 9. Check to REQUEST SEARCH CERTIFICATE(S) on
Debtor(s)
[ADDITIONAL FEE] (optional)
[X] All Debtors [ ] Debtor 1 [ ] Debtor 2
====================================================================================================================================
(2) ACKNOWLEDGEMENT OFFICER COPY - NATIONAL FINANCING STATEMENT (FORM UCC1) Imperial Bank ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(TRANS) (REV. 12/18/95) ▇.▇. ▇▇▇ ▇▇▇▇▇ 310-417-5600
THIS SPACE FOR USE OF FILING OFFICER
================================================================================
FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant the Uniform Commercial
Code and will remain effective, with certain exceptions, for 5 years from date
of filing.
------------------------------------------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER B. FILING OFFICE ACCT.# (optional)
(optional) Bubnack/#1100/JL
------------------------------------------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)
IMPERIAL BANK
ATTN: LENDING SERVICES
▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (If applicable) [ ] LESSOR/LESSEE [ ]CONSIGNOR/CONSIGNEE [ ] NON-UCC FILING
====================================================================================================================================
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or lb)
------------------------------------------------------------------------------------------------------------------------------------
la. ENTTY'S NAME
MATRIX PHARMACEUTICAL, INC.
OR ------------------------------------------------------------------------------------------------------------------------------
1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D. # OPTIONAL 1e. TYPE OF ENTITY 1f. ENTITY'S STATE 1g ENTITY'S ORGANIZATIONAL I.D. #, if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR ORGANIZATION [ ] NONE
====================================================================================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)
------------------------------------------------------------------------------------------------------------------------------
2a. ENTITY'S NAME
OR ------------------------------------------------------------------------------------------------------------------------------
2B. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
------------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D. # OPTIONAL 2e. TYPE OF ENTITY 2f ENTITY'S STATE 2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR ORGANIZATION [ ] NONE
====================================================================================================================================
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b).
------------------------------------------------------------------------------------------------------------------------------------
3a. ENTITY'S NAME
------------------------------------------------------------------------------------------------------------------------------
IMPERIAL BANK
OR ------------------------------------------------------------------------------------------------------------------------------
3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
▇▇▇ "▇" ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
====================================================================================================================================
4. This FINANCING STATEMENT covers the following types or items of property.
All equipment acquired by Debtor subsequent to October 21, 1995, and prior to March 31, 1998, wherever located including all
proceeds thereof.
====================================================================================================================================
5. CHECK [ ] THIS FINANCING STATEMENT is signed by the Secured Party instead 7. If filed in Florida (check one)
BOX of the Debtor to perfect a security interest (a) in collateral [ ] Documentary [ ] Documentary stamp
(if applicable) already subject to a security interest on another jurisdiction stamp tax paid tax not applicable
when it was brought into this state, or when the debtor's
location was changed to this state or (b) in accordance with
other statutory provisions (additional data may be required)
====================================================================================================================================
6. REQUIRED SIGNATURE(S) MATRIX PHARMACEUTICAL, INC. 8. [ ] This FINANCING STATEMENT is to be filed
(for record) (or recorded) in the REAL
ESTATE RECORDS
By: /s/ J.R. ▇▇▇▇▇ Attach Addendum [if applicable]
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇, CEO/CFO Secretary 9. Check to REQUEST SEARCH CERTIFICATE(S) on
Debtor(s)
[ADDITIONAL FEE] (optional)
[X] All Debtors [ ] Debtor 1 [ ] Debtor 2
====================================================================================================================================
(3) SEARCH REQUEST COPY - NATIONAL FINANCING STATEMENT (FORM UCC1) Imperial Bank ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(TRANS) (REV. 12/18/95) ▇.▇. ▇▇▇ ▇▇▇▇▇ 310-417-5600
THIS SPACE FOR USE OF FILING OFFICER
================================================================================
FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant the Uniform Commercial
Code and will remain effective, with certain exceptions, for 5 years from date
of filing.
------------------------------------------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER B. FILING OFFICE ACCT.# (optional)
(optional) Bubnack/#1100/JL
------------------------------------------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)
IMPERIAL BANK
ATTN: LENDING SERVICES
▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
D. OPTIONAL DESIGNATION (If applicable) [ ] LESSOR/LESSEE [ ]CONSIGNOR/CONSIGNEE [ ] NON-UCC FILING
====================================================================================================================================
1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or lb)
------------------------------------------------------------------------------------------------------------------------------------
la. ENTTY'S NAME
MATRIX PHARMACEUTICAL, INC.
OR ------------------------------------------------------------------------------------------------------------------------------
1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
1d. S.S. OR TAX I.D. # OPTIONAL 1e. TYPE OF ENTITY 1f. ENTITY'S STATE 1g ENTITY'S ORGANIZATIONAL I.D. #, if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR ORGANIZATION [ ] NONE
====================================================================================================================================
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)
------------------------------------------------------------------------------------------------------------------------------
2a. ENTITY'S NAME
OR ------------------------------------------------------------------------------------------------------------------------------
2B. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
------------------------------------------------------------------------------------------------------------------------------------
2d. S.S. OR TAX I.D. # OPTIONAL 2e. TYPE OF ENTITY 2f ENTITY'S STATE 2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR ORGANIZATION [ ] NONE
====================================================================================================================================
3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b).
------------------------------------------------------------------------------------------------------------------------------------
3a. ENTITY'S NAME
------------------------------------------------------------------------------------------------------------------------------
IMPERIAL BANK
OR ------------------------------------------------------------------------------------------------------------------------------
3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
------------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
▇▇▇ "▇" ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
====================================================================================================================================
4. This FINANCING STATEMENT covers the following types or items of property.
All equipment acquired by Debtor subsequent to October 21, 1995, and prior to March 31, 1998, wherever located including all
proceeds thereof.
====================================================================================================================================
5. CHECK [ ] THIS FINANCING STATEMENT is signed by the Secured Party instead 7. If filed in Florida (check one)
BOX of the Debtor to perfect a security interest (a) in collateral [ ] Documentary [ ] Documentary stamp
(if applicable) already subject to a security interest on another jurisdiction stamp tax paid tax not applicable
when it was brought into this state, or when the debtor's
location was changed to this state or (b) in accordance with
other statutory provisions (additional data may be required)
====================================================================================================================================
6. REQUIRED SIGNATURE(S) MATRIX PHARMACEUTICAL, INC. 8. [ ] This FINANCING STATEMENT is to be filed
(for record) (or recorded) in the REAL
ESTATE RECORDS
By: /s/ J.R. ▇▇▇▇▇ Attach Addendum [if applicable]
------------------------------------------------------------------------------------------------------------------------------------
▇▇▇ ▇▇▇▇▇, CEO/CFO Secretary 9. Check to REQUEST SEARCH CERTIFICATE(S) on
Debtor(s)
[ADDITIONAL FEE] (optional)
[X] All Debtors [ ] Debtor 1 [ ] Debtor 2
====================================================================================================================================
(4) DEBTOR COPY - NATIONAL FINANCING STATEMENT (FORM UCC1) Imperial Bank ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(TRANS) (REV. 12/18/95) ▇.▇. ▇▇▇ ▇▇▇▇▇ 310-417-5600
THIS SPACE FOR USE OF FILING OFFICER
================================================================================
FINANCING STATEMENT -- FOLLOW INSTRUCTIONS CAREFULLY
This Financing Statement is presented for filing pursuant the Uniform Commercial
Code and will remain effective, with certain exceptions, for 5 years from date
of filing.
------------------------------------------------------------------------------------------------------------------------------------
A. NAME & TEL.# OF CONTACT AT FILER B. FILING OFFICE ACCT.# (optional)
(optional) Bubnack/#1100/JL
------------------------------------------------------------------------------------------------------------------------------------
C. RETURN COPY TO: (Name and Mailing Address)
IMPERIAL BANK
ATTN: LENDING SERVICES
▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
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D. OPTIONAL DESIGNATION (If applicable) [ ] LESSOR/LESSEE [ ]CONSIGNOR/CONSIGNEE [ ] NON-UCC FILING
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1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or lb)
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la. ENTTY'S NAME
MATRIX PHARMACEUTICAL, INC.
OR ------------------------------------------------------------------------------------------------------------------------------
1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
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1c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
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1d. S.S. OR TAX I.D. # OPTIONAL 1e. TYPE OF ENTITY 1f. ENTITY'S STATE 1g ENTITY'S ORGANIZATIONAL I.D. #, if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR ORGANIZATION [ ] NONE
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2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b)
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2a. ENTITY'S NAME
OR ------------------------------------------------------------------------------------------------------------------------------
2B. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
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2c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
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2d. S.S. OR TAX I.D. # OPTIONAL 2e. TYPE OF ENTITY 2f ENTITY'S STATE 2g. ENTITY'S ORGANIZATIONAL I.D. #, if any
ADD'NL INFO RE OR COUNTRY OF
ENTITY DEBTOR ORGANIZATION [ ] NONE
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3. SECURED PARTY'S (ORIGINAL S/P or ITS TOTAL ASSIGNEE) EXACT FULL LEGAL NAME - insert only one secured party name (3a or 3b).
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3a. ENTITY'S NAME
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IMPERIAL BANK
OR ------------------------------------------------------------------------------------------------------------------------------
3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
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3c. MAILING ADDRESS CITY STATE COUNTRY POSTAL CODE
▇▇▇ "▇" ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇
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4. This FINANCING STATEMENT covers the following types or items of property.
All equipment acquired by Debtor subsequent to October 21, 1995, and prior to March 31, 1998, wherever located including all
proceeds thereof.
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5. CHECK [ ] THIS FINANCING STATEMENT is signed by the Secured Party instead 7. If filed in Florida (check one)
BOX of the Debtor to perfect a security interest (a) in collateral [ ] Documentary [ ] Documentary stamp
(if applicable) already subject to a security interest on another jurisdiction stamp tax paid tax not applicable
when it was brought into this state, or when the debtor's
location was changed to this state or (b) in accordance with
other statutory provisions (additional data may be required)
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6. REQUIRED SIGNATURE(S) MATRIX PHARMACEUTICAL, INC. 8. [ ] This FINANCING STATEMENT is to be filed
(for record) (or recorded) in the REAL
ESTATE RECORDS
By: /s/ J.R. ▇▇▇▇▇ Attach Addendum [if applicable]
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▇▇▇ ▇▇▇▇▇, CEO/CFO Secretary 9. Check to REQUEST SEARCH CERTIFICATE(S) on
Debtor(s)
[ADDITIONAL FEE] (optional)
[X] All Debtors [ ] Debtor 1 [ ] Debtor 2
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(5) SECURED PARTY COPY - NATIONAL FINANCING STATEMENT (FORM UCC1) Imperial Bank ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(TRANS) (REV. 12/18/95) ▇.▇. ▇▇▇ ▇▇▇▇▇ 310-417-5600
[GRAPHIC OMITTED]
IMPERIAL BANK
Member FDIC
CORPORATE RESOLUTION REGARDING CREDIT
OFFICE: San Diego Regional Address: ▇▇▇ "▇" ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RESOLVED, that MATRIX PHARMACEUTICAL, INC.
borrow from IMPERIAL BANK, hereinafter referred to as "Bank", from time to.
time, such sums of money as, in the judgement of the officer or officers
hereinafter authorized, this corporation may require; provided that the
aggregate amount of such borrowing, pursuant to this resolution, shall not at
any one time exceed the principal sum of --- TEN MILLION AND 00/100 --- DOLLARS
($_________________________________), in addition to such amount as may be
otherwise authorized;
RESOLVED FURTHER, that any one of the following named officers
---------------
(Specify Number)
▇▇▇ ▇▇▇▇▇ the CEO/CFO/Secretary
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the
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the
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the
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the
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of this corporation (the officer or officers acting in combination, authorized
to act pursuant hereto being hereinafter designated as "authorized officers"),
be and they are hereby authorized, directed and empowered, for and on behalf and
in the name of this corporation (1) to execute and deliver to the Bank such
notes or other evidences of indebtedness of this corporation for the monies so
borrowed, with interest thereon, as the Bank may require, and to execute and
deliver, from time to time, renewals or extensions of such notes or other
evidences of indebtedness; (2) to grant a security interest in, transfer, or
otherwise hypothecate or deed in trust for Bank's benefit and deliver by such
instruments in writing or otherwise as may be demanded by the Bank, any of the
property of this corporation as may be required by the Bank to secure the
payment of any notes or other indebtedness of this corporation or third parties
to the Bank, whether arising pursuant to this resolution or otherwise; and (3)
to perform all acts and execute and deliver all instruments which the Bank may
deem necessary to carry out the purposes of this resolution;
RESOLVED FURTHER, that said authorized officers be and they are hereby
authorized and empowered, and that any one of said authorized officers be and
he/she is hereby authorized and empowered (1) to discount with or sell to the
Bank conditional sales contracts, notes, acceptances, drafts, bailment
agreements, leases, receivables and evidences of indebtedness payable to this
corporation, upon such terms as may be agreed upon by them and the Bank, and to
endorse in the name of this corporation said notes, acceptances, drafts,
bailment agreements, leases, receivables and evidences of indebtedness so
discounted, and to guarantee the payment of the same to the Bank, and (2) to
apply for and obtain from the Bank letters of credit and in connection therewith
to execute such agreement, applications, guarantees, indemnities and other
financial undertakings as Bank may require;
RESOLVED FURTHER, that said authorized officers are also authorized to
direct the disposition of the proceeds of any such obligation, and to accept or
direct delivery from the Bank of any property of this corporation at any time
held by the Bank;
RESOLVED FURTHER, that the authority given hereunder shall be deemed
retroactive and any and all acts authorized hereunder performed prior to the
passage of this resolution are hereby ratified and affirmed;
RESOLVED FURTHER, that this resolution will continue in full force and
effect until the Bank shall receive official notice in writing from this
corporation of the revocation thereof by a resolution duly adopted by the Board
of Directors of this corporation, and that the certification of the Secretary of
this corporation as to the signatures of the above named persons shall be
binding on this corporation.
I, ▇▇▇ ▇▇▇▇▇, Secretary of the above named corporation, duly organized and
existing under the laws of the State of Delaware, do hereby certify that the
foregoing is a full, true and correct copy of a resolution of the Board of
Directors of said corporation, duly and regularly passed and adopted by the
Board of Directors of said corporation.
I further certify that said resolution is still in full force and effect
and has not been amended or revoked, and that the specimen signatures appearing
below are the signatures of the officers authorized to sign for this corporation
by virtue of said resolution.
EXECUTED ON October 8, 1997
AUTHORIZED SIGNATURES:
Signature: /s/ J.R. ▇▇▇▇▇
----------------------------
▇▇▇ ▇▇▇▇▇
/s/ J.R. ▇▇▇▇▇
Signature: ---------------------------- ------------------------------------
(Secretary)
Signature: ---------------------------- ▇▇▇ ▇▇▇▇▇
Signature: ----------------------------
Signature: ----------------------------
L 550 (Rev 7/97)
[GRAPHIC OMITTED]
IMPERIAL BANK
Member FDIC
AGREEMENT TO PROVIDE INSURANCE
(REAL OR PERSONAL PROPERTY)
TO: IMPERIAL BANK Date: October 8, 1997
▇▇▇ "▇" ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Borrower: Matrix Pharmaceutical, Inc.
In consideration of a loan in the amount of $10,000,000.00, secured by all
tangible personal property including equipment.
I/We agree to obtain adequate insurance coverage to remain in force during the
term of the loan.
I/We also agree to advise the below named agent to add Imperial Bank as loss
payee on the new or existing insurance policy, and to furnish Bank at above
address with a copy of said policy/endorsements and any subsequent renewal
policies.
I/We understand that the policy must contain:
1. Fire and extended coverage in an amount sufficient to cover:
a) The amount of the loan, OR
b) All existing encumbrances, whichever is greater,
But not in excess of the replacement value of the improvements on the
real property.
2. Lender's "Loss Payable" Endorsement Form 438 BFU in favor of Imperial
Bank, or any other form acceptable to Bank.
INSURANCE INFORMATION
Insurance Co./Agent: Telephone No.:
Agent's Address:
MATRIX PHARMACEUTICAL, INC.
Signature of Obligor: By: /s/ J.R. ▇▇▇▇▇
---------------------------------
▇▇▇ ▇▇▇▇▇, CEO/CFO/Secretary
Signature of Obligor:
---------------------------------
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FOR BANK USE ONLY
INSURANCE VERIFICATION: Date:
------------------------------
Person Spoken to:
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Policy Number:
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Effective From: To:
------------------------------ -------------------------
Verified By:
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L 245 E (7/97)
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[GRAPHIC OMITTED] ITEMIZATION OF AMOUNT FINANCED
IMPERIAL BANK DISBURSEMENT INSTRUCTIONS
---------------------------
INNOVATIVE BUSINESS BANKING
Member FDIC
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Name(s) MATRIX PHARMACEUTICAL, INC. Date October 8, 1997
------------------------------------------ -----------------------
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$_______________ paid to you directly by Cashiers Check No. _______________
$10,000,000.00 credited to deposit account No. __________________________
$_______________ paid on Loan(s) No. ______________________________________
$_______________ amounts paid to Bank for: ________________________________
$_______________ __________________________________________________________
Amounts paid to others on your behalf:
$_______________ to _______________________________ Title Insurance Company
$_______________ to Public Officials
$_______________ to _______________________________________________________
$_______________ to _______________________________________________________
$_______________ to _______________________________________________________
$_______________ to _______________________________________________________
$10,000,000.00 SUBTOTAL (NOTE AMOUNT)
LESS $ 0.00 Prepaid Finance Charge (Loan fee(s))
$10,000,000.00 TOTAL (AMOUNT FINANCED)
Upon consummation of this transaction, this document will also serve as the
authorization for Imperial Bank to disburse the loan proceeds as stated above.
MATRIX PHARMACEUTICAL, INC.
By:/s/ J.R. ▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇, CEO/CFO/Secretary
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L 531 E (8/97)
