1
EXHIBIT. 10.2
[GRAPHIC OMITTED] SILICON VALLEY BANK
AMENDMENT TO LOAN AGREEMENT
BORROWER: CALBIOCHEM-NOVABIOCHEM CORPORATION
ADDRESS: 00000 XXXXXXX XXXXXX XXXXX
XXX XXXXX, XXXXXXXXXX 00000
DATE: SEPTEMBER 30, 1996
THIS AMENDMENT TO LOAN AGREEMENT is entered into between SILICON VALLEY
BANK ("Silicon") and the borrower named above (the "Borrower").
The Parties 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, and as modified by that
Consent and Waiver dated August 23, 1996. (Capitalized terms used but not
defined in this Amendment, shall have the meanings set forth in the Loan
Agreement.)
1. MODIFICATION TO NEGATIVE COVENANTS-EXCEPTIONS. Effective on the
occurrence of the IPO Consummation, the section of the Schedule to the Loan
Agreement entitled "Negative Covenants-Exceptions (Section 4.6)" is hereby
deleted and replaced with the following:
"NEGATIVE COVENANTS-EXCEPTIONS
(Section 4.6): Without Silicon's prior written consent, Borrower may
do the following, provided that, after giving effect
thereto, no Event of Default has occurred and no
event has occurred which, with notice or passage of
time or both, would constitute an Event of Default,
and provided that the following are done in
compliance with all applicable laws, rules and
regulations: (i) Borrower may upstream funds and make
loans to the Parent without any restriction; and (ii)
Borrower may pay or declare dividends on Borrower's
stock in any form."
2. REPRESENTATIONS TRUE. Borrower represents and warrants to Silicon
that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.
3. GENERAL PROVISIONS. This Amendment, the Loan Agreement, any prior
written amendments to the Loan Agreement signed by Silicon and the Borrower, and
the other written documents and agreements between Silicon and the Borrower set
forth in full all of the 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
-1-
2
Loan Agreement, and all other documents and agreements between Silicon and the
Borrower shall continue in full force and effect and the same are hereby
ratified and confirmed.
BORROWER: SILICON:
CALBIOCHEM-NOVABIOCHEM SILICON VALLEY BANK
CORPORATION
BY /s/ Xxxxx XxXxxx
--------------------------------------
TITLE Senior Vice President
-----------------------------------
BY /s/ Xxxxx X. Xxxxxxx
-----------------------------
PRESIDENT OR VICE PRESIDENT
BY /s/ Xxxxxx X. Xxxx
-----------------------------
SECRETARY OR ASS'T SECRETARY
CONSENT
The undersigned guarantors acknowledge that their consent to the
foregoing Amendment is not required, but the undersigned nevertheless do 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 Guaranties 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 CN BIOSCIENCES, INC. (formerly known
as Calbiochem-Novabiochem International,
Inc.)
By: /s/ Xxxxxxx X. Xxxxxxxxxxxx
-------------------------------
Title: Director By: /s/ Xxxxx X. Xxxxxxx
---------------------------- -------------------------------------
Title: Vice President
----------------------------------
-2-
