ContractAnesiva, Inc. • October 6th, 2008 • Pharmaceutical preparations • Virginia
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, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, 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, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 6th, 2008 • Anesiva, Inc. • Pharmaceutical preparations • New York
LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 30, 2008 (the “Effective Date”) among (i) ANESIVA, INC., a Delaware corporation (“Borrower”), (ii) COMPASS HORIZON FUNDING COMPANY LLC, as a Lender (“Horizon”), (iii) CIT HEALTHCARE LLC, as a Lender (“CIT”), OXFORD FINANCE CORPORATION, as a Lender (“Oxford”) (Horizon, CIT, Oxford and each of the other “Lenders” from time to time a party hereto are referred to herein collectively as the “Lenders” and each individually as a “Lender”); and OXFORD FINANCE CORPORATION, as agent for the Lenders (in such capacity, the “Agent”), and provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. Borrower, the Agent and the Lenders hereby agree as follows:
General Electric Capital Corporation Life Science FinanceAnesiva, Inc. • October 6th, 2008 • Pharmaceutical preparations • Connecticut
Reference is made to (i) the Equipment Loan and Security Agreement, dated as of August 30, 2007 (as amended, restated, supplemented or otherwise modified to date, the “Loan Agreement”; all undefined capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Loan Agreement), between Anesiva, Inc., a Delaware corporation (the “Borrower”) and General Electric Capital Corporation, a Delaware corporation (“Existing Lender”), and (ii) the other Debt Documents and all guaranties, security agreements, mortgages, subordination agreements, intercreditor agreements, pledge agreements, blocked account agreements, notes and other documents and instruments relating thereto (together with the Loan Agreement, collectively, the “Credit Documents”). Existing Lender understands that on the Payoff Effective Time (as defined below), the Borrower will repay in full all Obligations in connection with the Credit Documents. Notwithstanding any provision in this lett
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2008 • Anesiva, Inc. • Pharmaceutical preparations • California
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of September 30, 2008 by and among Oxford Finance Corporation, Compass Horizon Funding Company LLC, CIT Healthcare LLC (each, a “Purchaser” and collectively, the “Purchasers”) and Anesiva, Inc., a Delaware corporation (the “Company”).
