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EXHIBIT 10.3
[GRAPHIC OMITTED] SILICON VALLEY BANK
AMENDMENT TO LOAN DOCUMENTS
BORROWER: CALBIOCHEM-NOVABIOCHEM CORPORATION
ADDRESS: 00000 XXXXXXX XXXXXX XXXXX
XXX XXXXX, XXXXXXXXXX 00000
DATE: OCTOBER 2, 1996
THIS AMENDMENT TO LOAN DOCUMENTS is entered into between SILICON VALLEY
BANK ("Silicon"), on the one side, and the borrower named above (the "Borrower")
and CN Biosciences, Inc. ("Parent"), on the other side..
The Borrower and Silicon agree to amend the Loan and Security Agreement
between them (the "Loan Agreement") 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 June 27, 1996, as modified
by that Consent and Waiver dated August 23, 1996, and as amended by that
Amendment to Loan Agreement dated September 30, 1996. (Capitalized terms used
but not defined in this Amendment, shall have the meanings set forth in the Loan
Agreement.) Further, Silicon and Parent agree to modify certain provisions of
the Cross Corporate Guaranty dated July 28, 1995 (the "Guaranty") by Parent
relating to the Obligations, the Security Agreement dated July 28, 1995 (the
"Security Agreement") by Parent in favor of Silicon, and the agreements and
documents relating thereto.
1. MODIFICATION TO DEFINITION. The definition of "IPO Consummation" as
set forth in Section 2.2 of the Loan Agreement is hereby amended to read as
follows:
"The term "IPO Consummation" means (I) the consummation of an
underwritten initial public offering of the Parent's common stock from
which the Parent receives gross proceeds less underwriting discounts and
commissions in a minimum amount of $18,600,000, which transaction is
otherwise satisfactory to Silicon, and relating to which Parent has
provided to Silicon documentation and other information satisfactory to
Silicon evidencing the consummation thereof and (II) Borrower has repaid
all Obligations relating to the Working Capital Term Loan and the
Acquisition Term Loan."
2. PERMITTED LEASE DEBT; WAIVER. Notwithstanding any of the terms or
provisions of the Loan Agreement or any related agreement with respect to the
Borrower, Borrower may incur indebtedness for the purchase price of or lease of
equipment in an aggregate amount not exceeding $600,000 at any time outstanding
(the "Permitted Lease Debt"). Notwithstanding any of the terms or provisions of
the Guaranty, the Security Agreement or any other document or agreement relating
thereto, Parent may from time to time enter into guaranties of the Permitted
Lease Debt. Further, any defaults arising from Borrower's incurrence of
indebtedness for the purchase price of or lease of equipment or from Parent's
guaranty of such debt prior to the date hereof are deemed waived.
3. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon, the Borrower and the
Parent and the other written documents and agreements between and among such
parties set forth in full all of the
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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, and
between Silicon and the Parent shall continue in full force and effect and the
same are hereby ratified and confirmed. Parent, in its capacity as guarantor,
hereby consents to the provisions of this Amendment made with respect to the
Loan Agreement, and the guaranty of Parent with respect to the Obligations shall
continue in full force and effect and is hereby reaffirmed.
BORROWER: SILICON:
CALBIOCHEM-NOVABIOCHEM SILICON VALLEY BANK
CORPORATION
BY /s/ Xxxxx XxXxxx
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TITLE Senior Vice President
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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
PARENT:
CN BIOSCIENCES, INC.
BY /s/ Xxxxxxx X. Xxxxxxxxxxxx
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PRESIDENT OR VICE PRESIDENT
BY /s/ Xxxxx X. Xxxxxxx
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SECRETARY OR ASS'T SECRETARY
CONSENT
The undersigned guarantor acknowledges that its consent to the
foregoing Amendment is not required, but the undersigned nevertheless does
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 Cross-Corporate Continuing Guaranty executed by the
undersigned in favor of Silicon, all of which are hereby ratified and affirmed
and shall continue in full force and effect.
CALBIOCHEM-NOVABIOCHEM AG
By: Xxxxxxx X. Xxxxxxxxxxxx
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Title: Director
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