Form 8-K

8-K — Annexon, Inc.

Accession: 0001193125-26-326199

Filed: 2026-07-30

Period: 2026-07-30

CIK: 0001528115

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d113783d8k.htm (Primary)

EX-10.1 (d113783dex101.htm)

EX-99.1 (d113783dex991.htm)

GRAPHIC (g113783dsp70.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d113783d8k.htm · Sequence: 1

8-K

false 0001528115 0001528115 2026-07-30 2026-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2026

ANNEXON, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39402

27-5414423

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1400 Sierra Point Parkway, Bldg C, Suite 200

Brisbane, California 94005

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 822-5500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

ANNX

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On July 30, 2026 (the “Effective Date”), Annexon, Inc. (the “Company”) entered into a Loan and Security Agreement (the “Agreement”) with Oxford Finance LLC, as collateral agent (in such capacity, the “Collateral Agent”), and certain lenders from time to time party thereto (collectively, the “Lenders”). The Agreement provides for term loans in an aggregate principal amount of up to $200.0 million.

Under the terms of the Agreement, the Lenders have agreed to make term loans to the Company in multiple tranches, subject to certain conditions. The initial tranche of $50.0 million was funded on the Effective Date, with three additional tranches in an aggregate principal amount of up to $100.0 million available upon the achievement of specified milestones and conditions and one additional uncommitted tranche in an aggregate principal amount of up to $50.0 million available upon the mutual agreement of the Company and the Lenders. The proceeds of the term loans may be used by the Company for working capital and to fund its general business requirements.

The term loans bear interest at a floating per annum rate equal to the greater of (i) the 1-Month CME Term SOFR plus 4.6% and (ii) 7.60%. The term loans mature on July 1, 2031, or June 1, 2032, depending on the achievement of certain milestones. The Company is required to make monthly payments of interest only until September 1, 2029, which can be extended to September 1, 2030 or September 1, 2031, depending on the achievement of certain milestones, after which monthly payments of both principal and interest will be due. The term loans may be prepaid, in whole or in part, at the option of the Company, subject to customary prepayment fees. The Company is also obligated to pay other customary fees for a loan facility of this size and type, including a final payment fee upon repayment of the term loans (whether at maturity, upon acceleration or by prepayment or otherwise).

The Agreement includes customary representations, warranties, and covenants, including financial covenants whereby upon the occurrence of certain events, the Company is required to maintain certain liquidity levels and/or minimum revenue levels, as applicable. The Agreement also includes events of default, which, if triggered, could result in the acceleration of the Company’s repayment obligations.

The Company granted the Collateral Agent a security interest in substantially all of its assets to secure its obligations under the Agreement.

The foregoing description of the Agreement is a summary, and is qualified in its entirety by reference to such document, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01.

Other Events.

On July 30, 2026, the Company issued a press release announcing that it had entered into the Agreement. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1*#

Loan and Security Agreement by and among Annexon, Inc. and Oxford Finance LLC, as collateral agent, and certain lenders parties thereto, dated July 30, 2026.

99.1

Press release, dated July 30, 2026.

104.1

Cover Page Interactive Data File, formatted in inline XBRL.

Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Certain portions of this exhibit (indicated by “[**]”) have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because the omitted information is not material and is the type of information that the registrant customarily and actually treats as private or confidential. The Company agrees to furnish an unredacted copy of the exhibit to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 30, 2026

Annexon, Inc.

By:

/s/ Jennifer Lew

Jennifer Lew

Executive Vice President and Chief Financial Officer

EX-10.1

Filename: d113783dex101.htm · Sequence: 2

EX-10.1

Exhibit 10.1

LOAN AND SECURITY AGREEMENT

THIS LOAN

AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of July 30, 2026 (the “Effective Date”) among OXFORD FINANCE LLC, a

Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders

listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender and OXFORD FINANCE CREDIT FUND IV LP, with an office located at 115 South Union Street, Suite 300,

Alexandria, VA 22314 (“OFCF IV”) as a Lender, (each a “Lender” and collectively, the “Lenders”), and ANNEXON, INC., a Delaware corporation with offices located at 1400 Sierra Point Parkway,

Building C, 2nd Floor, Brisbane, CA 94005 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:

ACCOUNTING AND OTHER TERMS

1.1 Accounting terms not defined in this Agreement shall be construed in accordance with GAAP. Calculations and determinations must be

made in accordance with GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by

the Code to the extent such terms are defined therein. All references to “Dollars” or “$” are United States Dollars, unless otherwise noted. For the avoidance of doubt, any obligations of a Person that are or

would have been treated as operating leases or capital leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall

continue to be accounted for as operating leases or capital leases (whether or not such operating lease obligations or capital obligations, as applicable, were in effect on such date) notwithstanding the fact that such obligations are required in

accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP.

LOANS AND TERMS OF PAYMENT

2.1 Promise to Pay. Borrower hereby unconditionally promises to pay each Lender, the outstanding principal amount of all Term

Loans advanced to Borrower by such Lender and accrued and unpaid interest thereon and any other amounts due hereunder as and when due in accordance with this Agreement.

2.2 Term Loans.

(a) Availability.

(i)

Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make term loans to Borrower on the Effective Date in an aggregate amount of Fifty Million Dollars ($50,000,000.00) according to each

Lender’s Term A Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term A Loan”, and collectively as the

“Term A Loans”). After repayment, no Term A Loan may be re-borrowed.

(ii) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Second Draw Period, to

make term loans to Borrower in an aggregate amount up to Twenty Five Million Dollars ($25,000,000.00) according to each Lender’s Term B Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are

hereinafter referred to singly as a “Term B Loan”, and collectively as the “Term B Loans”); provided, however, at Borrower’s option, Borrower may draw less than the

entire Term B Loan amount in a single draw only which must be in the amount of at least Ten Million Dollars ($10,000,000.00) and in whole number multiples of Five Million Dollars ($5,000,000.00). Upon the earlier (A) the termination of the

Second Draw Period and (B) the funding of the aforementioned single draw, any undrawn portion of the Term B Loan up to a maximum aggregate principal amount of Fifteen Million Dollars ($15,000,000.00) will automatically become available to

Borrower as an incremental part of the Term C Loan during the Third Draw Period (if the Third Draw Period commences). After repayment, no Term B Loan may be re-borrowed.

(iii) Subject to the terms and conditions of this Agreement, the Lenders agree, severally

and not jointly, during the Third Draw Period, to make term loans to Borrower in an aggregate amount up to the sum of (A) Twenty Five Million Dollars ($25,000,000.00) plus (B) any undrawn portion of the Term B Loans in whole number

multiples of Five Million Dollars ($5,000,000.00) up to an aggregate amount of Fifteen Million Dollars ($15,000,000.00), according to each Lender’s Term C Loan Commitment as set forth on Schedule 1.1 hereto (such

term loans are hereinafter referred to singly as a “Term C Loan”, and collectively as the “Term C Loans). After repayment, no Term C Loan may be re-borrowed.

(iv) Subject to the terms and conditions of this Agreement, the Lenders agree, severally

and not jointly, during the Fourth Draw Period, to make term loans to Borrower in an aggregate amount up to Fifty Million Dollars ($50,000,000.00) according to each Lender’s Term D Loan Commitment as set forth on

Schedule 1.1 hereto (such term loans are hereinafter referred to singly as a “Term D Loan”, and collectively as the “Term D Loans”); provided,

however, at Borrower’s option, Borrower may draw less than the entire Term D Loan amount in a single draw only which must be in the amount of at least Twenty Five Million Dollars ($25,000,000.00) and in whole number multiples of Five Million

Dollars ($5,000,000.00). Upon the earlier of (A) the termination of the Fourth Draw Period and (B) the funding of the aforementioned single draw, any undrawn portion of the Term D Loan shall automatically be cancelled. After repayment, no

Term D Loan may be re-borrowed.

(v) Subject to the terms and conditions of this Agreement,

the Lenders may, in their sole discretion prior to the Amortization Date, upon Borrower’s request, agree to make term loans to Borrower in an aggregate amount equal to Fifty Million Dollars ($50,000,000.00) in a single advance and, if made,

according to a commitment schedule to be provided by the Lenders prior to the Funding Date of such term loans (such term loans are hereinafter referred to singly as a “Term E Loan”, and collectively as the “Term E

Loans”; each Term A Loan, Term B Loan, Term C Loan, Term D Loan and Term E Loan is hereinafter referred to singly as a “Term Loan”, and the Term A Loans, the Term B Loans, the Term C Loans, the Term D Loans and the Term

E Loans are hereinafter referred to collectively as the “Term Loans”). After repayment, no Term E Loan may be re-borrowed.

(b) Repayment. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the first full calendar month to occur after the Funding Date of each Term Loan, and continuing on the Payment Date of each successive month thereafter through and including

the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise due for the period between the Funding Date of such Term Loan and the

last calendar day of the month in which such Term Loan funds. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make consecutive equal monthly payments of principal, together with

applicable interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of such Lender’s Term Loan, (2) the effective rate

of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to Amortization Months. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date.

Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d).

Loans are accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding

principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date, (ii) the Final Payment, (iii) the Prepayment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’

Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication with) the foregoing, on the Maturity Date, if the Final Payment had not previously been paid in full in connection with the

prepayment of the Term Loans in full, Borrower shall pay to Collateral Agent, for payment to each Lender in accordance with its respective Pro Rata Share, the Final Payment in respect of the Term Loan(s).

(d) Permitted Prepayment of Term Loans.

(i) Borrower shall have the option to prepay all, or less than all, of the Term Loans advanced by the Lenders under this Agreement, provided

Borrower (a) provides written notice (which may be conditional) to Collateral Agent of its election to prepay the Term Loans at least fifteen (15) days prior to such prepayment, and (b) pays to the Lenders on the date of such

prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment date,

(B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts.

(ii) Notwithstanding anything herein to the contrary, Borrower shall also have the option

to prepay part of Term Loans advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least fifteen (15) days prior to such prepayment,

(ii) prepays such part of the Term Loans in a denomination that is a whole number multiple of Ten Million Dollars ($10,000,000.00) of principal payment, and (iii) pays to the Lenders on the date of such prepayment, payable to each Lender

in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) the portion of outstanding principal of such Term Loans plus accrued and unpaid interest thereon through the prepayment date, (B) the applicable Final

Payment with respect to the portion of such Term Loan being prepaid, (C) the Prepayment Fee with respect to the portion of such Term Loan being prepaid, plus (D) all other Obligations that are due and payable, including Lenders’

Expenses and interest at the Default Rate with respect to any past due amounts. For clarity, any partial prepayments shall be applied pro-rata to all outstanding amounts under each Term Loan, and shall be

applied pro-rata within each Term Loan tranche to reduce amortization payments under Section 2.2(b) on a pro-rata basis.

2.3 Payment of Interest on the Credit Extensions.

(a) Interest Rate. Subject to Section 2.3(b), the principal amount outstanding under the Term Loans shall accrue interest at a

floating per annum rate equal to the Basic Rate, determined by Collateral Agent on the Funding Date of the applicable Term Loan and monthly thereafter, which interest shall be payable monthly in arrears in accordance with Sections 2.2(b) and

2.3(e). Interest shall accrue on each Term Loan commencing on, and including, the Funding Date of such Term Loan, and shall accrue on the principal amount outstanding under such Term Loan through and including the day on which such Term Loan is paid

in full.

(b) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall

accrue interest at a floating per annum rate equal to the rate that is otherwise applicable thereto plus five percentage points (5.00%) (the “Default Rate”). Payment or acceptance of the increased interest rate provided in this

Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Collateral Agent.

(360) day year, and the actual number of days elapsed.

(d) Debit of Accounts. Collateral Agent and each Lender may debit (or

ACH) any deposit accounts (other than Excluded Accounts), maintained by Borrower, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes the Lenders under the Loan Documents when due;

provided that, except (i) with respect to debits (or ACH) for regularly scheduled principal and interest and (ii) as otherwise previously authorized by Borrower, Collateral Agent shall endeavor to provide notice of such debit (or ACH)

contemporaneously with or promptly after such debit (or ACH), provided, however, that Collateral Agent’s failure to provide such notice shall not constitute a violation of Collateral Agent’s obligations under this Agreement. Any such

debits (or ACH activity) shall not constitute a set-off.

(e) Payments. Except as otherwise

expressly provided herein, all payments by Borrower under the Loan Documents shall be made to Collateral Agent (and Collateral Agent shall then make payments to the respective Lender to which such payments are owed), at Collateral Agent’s

office in immediately available funds on the date specified herein. Unless otherwise provided, interest is payable monthly on the Payment Date of each month. Payments of principal and/or interest received after 2:00 p.m. Eastern time are considered

received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid.

All payments to be made by Borrower hereunder or under any other Loan Document, including payments of principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without

set-off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds.

2.4 Intentionally Left Blank.

2.5 Fees. Borrower shall pay to Collateral Agent:

(a) Good Faith Deposit. An amount of $75,000 has been received by Collateral Agent as a good faith deposit from Borrower on or about

July 1, 2026, which amount shall be applied towards the Lenders’ Expenses due under Section 2.5(e) that have been incurred through the Effective Date, with the balance, if any, towards the facility fee due under Section 2.5(b).

Borrower shall be responsible for the entire amount of the Lenders’ Expenses payable under Section 2.5(e) and for the entire amount of facility fee due under Section 2.5(b);

(b) Facility Fee. A non-refundable facility to be shared between the Lenders pursuant to their

respective Commitment Percentages payable as follows: an amount equal to 1.00% of the aggregate principal amount of each Term Loan funded shall be fully earned as a facility fee with respect to such Term Loan and become due and payable on the

Funding Date of such Term Loan.

accordance with their respective Pro Rata Shares;

(d) Prepayment Fee. The Prepayment Fee, when due hereunder, to be shared between

the Lenders in accordance with their respective Pro Rata Shares; and

(e) Lenders’ Expenses. All Lenders’ Expenses

(including reasonable and documented attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due.

2.6 Withholding. Payments received by the Lenders from Borrower hereunder will be made free and clear of and without deduction

for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto)

(“Taxes”). Specifically, however, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction for Taxes from any such payment or other sum

payable hereunder to the Lenders, and such Tax is not an Excluded Tax (as defined below), Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the

extent necessary to ensure that, after the making of such required withholding or deduction, each Lender receives a net sum equal to the sum which it would have received had no withholding or deduction been required and Borrower shall pay the full

amount withheld or deducted to the relevant Governmental Authority (the “Withholding Tax Indemnity Amount”), provided however, that Borrower’s obligation to increase such payment or other sum payable hereunder shall not be

increased by or include (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of a Recipient being organized under the laws of, or having its

principal office or, in the case of a Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) as a result of a present or former connection between the Recipient and

the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged

in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Term Loan or Loan Document), (b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of the Lenders with respect

to the Term Loans pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Term Loan or (ii) such Lender changes its lending office, except in each case to the extent that amounts with respect to such

Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, or (c) any U.S. federal withholding Taxes imposed under Sections

1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations

thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code (“Excluded Taxes”). Borrower will, upon request, furnish the Lenders with proof reasonably satisfactory to the Lenders indicating that Borrower

has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment

in full is bonded or reserved against by Borrower. On or before the date of this Agreement, each Lender shall deliver, and upon a Lender Transfer, the applicable successor or assign shall deliver, to Borrower, a correct, complete and properly

executed Internal Revenue Service

Form W-9, IRS Form W-8BEN-E, IRS

W-8ECI or W-8IMY, as applicable, as well as any applicable necessary supporting documentation or certifications, and any similar or successor certificate designated by

the Internal Revenue Service certifying that such Lender is exempt from U.S. federal backup withholding tax (a “Tax Certificate”). Each Lender agrees that if any Tax Certificate it previously delivered expires or becomes obsolete

or inaccurate in any respect, it shall update such Tax Certificate or promptly notify the Borrower in writing of its legal inability to do so. Notwithstanding anything to the contrary in this Section 2.6, if a Lender fails to deliver a Tax

Certificate, Borrower shall not be required to pay the Withholding Tax Indemnity Amount, if any, unless and until such Lender delivers the Tax Certificate. The agreements and obligations of Borrower contained in this Section 2.6 shall survive

the termination of this Agreement. On or prior to the date the Collateral Agent becomes a party to this Agreement, (i) with respect to any amounts payable under any Loan Document to the Collateral Agent for its own account, the Collateral Agent

shall deliver to Borrower an executed copy of an applicable IRS Form W-9, and (ii) with respect to any amounts payable under any Loan Document to the Collateral Agent for the account of a non-U.S. person, the Collateral Agent represents that it is a “financial institution” within the meaning of Treasury Regulation Section 1.1441-1(c)(5) and,

shall deliver to Borrower an executed copy of IRS Form of an applicable IRS Form W-9.

CONDITIONS OF LOANS

3.1 Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan on the Effective

Date is subject to the condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters,

as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation:

(a) original Loan

Documents, each duly executed by Borrower, as applicable;

(b) subject to the Post Closing Letter, duly executed original Control

Agreements with respect to any Collateral Accounts (other than Excluded Accounts) maintained by Borrower;

(d) the Operating Documents and good standing certificates of Borrower certified by the Secretary of State (or equivalent agency) of

Borrower’s jurisdiction of organization or formation and each jurisdiction in which Borrower is qualified to conduct business where failure to be so qualified could reasonably be expected to have a Material Adverse Change, each as of a date no

earlier than thirty (30) days prior to the Effective Date;

(e) a completed Perfection Certificate for Borrower and each of its

Subsidiaries;

(f) the Annual Projections, for the current calendar year;

(g) duly executed original officer’s certificate for Borrower, in a form acceptable to Collateral Agent and the Lenders;

(h) certified copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as

Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initial

Credit Extension, will be terminated or released;

(i) subject to the Post Closing Letter, a landlord’s consent executed in favor of

Collateral Agent in respect of all of Borrower’s leased locations in the United States of America where Borrower maintains Collateral (except with respect to Inventory in-transit, mobile equipment, and

Collateral at clinical sites, with contract manufacturers, wholesalers, resellers, other vendors and their approved subcontractors, which hold noncommercial drug inventory, R&D materials, clinical and commercial drug product, or drug raw

material and drug work in process inventory) having a book value in excess of One Million Dollars ($1,000,000.00);

(j) a bailee waiver executed in favor of Collateral Agent in respect of each third party

bailee in the United States of America where Borrower maintains Collateral (except with respect to Inventory in-transit, mobile equipment, and Collateral at clinical sites, with contract manufacturers,

wholesalers, resellers, other vendors and their approved subcontractors, which hold noncommercial drug inventory, R&D materials, clinical and commercial drug product, or drug raw material and drug work in process inventory) having a fair market

value in excess of One Million Dollars ($1,000,000.00);

(k) a duly executed legal opinion of counsel to Borrower dated as of the Effective

Date;

(l) evidence satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in

full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Lenders; and

(m) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

3.2 Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the

initial Credit Extension, is subject to the following conditions precedent:

(a) receipt by Collateral Agent of an executed Disbursement

Letter in the form of Exhibit B attached hereto;

(b) the representations and warranties in Section 5 hereof

shall be true, accurate and complete in all material respects on the date of the Disbursement Letter and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations

and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material

respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties

in Section 5 hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality

in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date;

(d) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof.

3.3 Covenant to Deliver. Borrower agrees to deliver to Collateral Agent (for distribution to the Lenders) each item

required to be delivered to Collateral Agent under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Collateral Agent or any Lender of any such item shall

not constitute a waiver by Collateral Agent or any Lender of Borrower’s obligation to deliver such item, and any such Credit Extension in the absence of a required item shall be made in each Lender’s sole discretion.

3.4 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan

set forth in this Agreement, to obtain a Term Loan, Borrower shall notify the Collateral Agent (for distribution to the Lenders) (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 2:00 p.m. Eastern time ten

(10) Business Days prior to the date the Term Loan is to be made; provided that the foregoing notice requirement is not applicable to the Term Loans advanced on the Effective Date. Together with any such electronic, facsimile or telephonic

notification, Borrower shall deliver to the Collateral Agent (for disbursement to the Lenders) by electronic mail or facsimile a completed Disbursement Letter executed by a Responsible Officer or his or her designee. The Lenders may rely on any

telephone notice given by a person whom a Lender reasonably believes is a Responsible Officer or designee. On the Funding Date, each Lender shall credit and/or transfer (as applicable) to the Designated Deposit Account, an amount equal to its Term

Loan Commitment.

CREATION OF SECURITY INTEREST

4.1 Grant of Security Interest. Borrower hereby grants Collateral Agent, for the ratable benefit of the Lenders, to secure the

payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or

arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral, subject

only to Permitted Liens. If Borrower shall acquire a commercial tort claim (as defined in the Code) with a value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), Borrower, shall promptly notify Collateral Agent in a writing signed by

Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Collateral Agent, for the ratable benefit of the Lenders, in such writing a security interest therein and in the

proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent.

If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate

indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral

Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower and for the purposes thereof execute such documents and take such other steps as are reasonably necessary to

give effect to such Lien releases.

4.2 Authorization to File Financing Statements. Borrower hereby authorizes Collateral

Agent to file financing statements or take any other action required to perfect Collateral Agent’s security interests in the Collateral, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral

Agent’s interest or rights under the Loan Documents, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of this Agreement, by Borrower, or any other Person, shall be deemed to violate the

rights of Collateral Agent under the Code.

4.3 Pledge of Collateral. Borrower hereby pledges, assigns and grants to

Collateral Agent, for the ratable benefit of the Lenders, a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities

declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Effective Date, or, to the extent not certificated as of the Effective Date, within ten

(10) days of the certification of any Shares, the certificate or certificates for the Shares will be delivered to Collateral Agent, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the

terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event

of Default hereunder, Collateral Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Collateral Agent and cause new (as applicable) certificates representing such

securities to be issued in the name of Collateral Agent or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Collateral Agent may reasonably request to perfect or continue the perfection

of Collateral Agent’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and

ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of

any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default; provided that, upon the waiver in writing of any such Event of Default, all such

rights shall revert to the Borrower.

REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Collateral Agent and the Lenders as follows:

5.1 Due Organization, Authorization: Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good

standing as a Registered Organization in its jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed to do business and is in good standing in any jurisdiction

in which the conduct of its businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse

Change. In connection with this Agreement, Borrower has delivered to Collateral Agent a completed perfection certificate signed by an officer of Borrower (the “Perfection Certificate”). Borrower represents and warrants that,

except as disclosed to the Collateral Agent in accordance with Section 7.2, (a) Borrower and each of its Subsidiaries’ exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of

each Loan Document to which it is a party; (b) Borrower and each of its Subsidiaries is an organization of the type and is organized in the jurisdiction set forth on its respective Perfection Certificate; (c) each Perfection Certificate

accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number or accurately states that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth

Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office);

(e) except as set forth in the Perfection Certificate, Borrower and each of its Subsidiaries (and each of its respective predecessors) have not, in the past five (5) years, changed its jurisdiction of organization, organizational structure

or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificates pertaining to Borrower and each of its Subsidiaries, is accurate and complete in all material respects

(it being understood and agreed that Borrower and each of its Subsidiaries may from time to time update certain information in the Perfection Certificates (including the information set forth in clause (d) above) after the Effective Date to the

extent permitted or required by one or more specific provisions in this Agreement). If Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and

provide Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number.

The execution, delivery and performance by Borrower and each of its Subsidiaries of the Loan Documents to which it is a party have been duly

authorized, and do not (i) conflict with any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any

material Requirement of Law applicable thereto, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or such Subsidiary, or any of

their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been

obtained and are in full force and effect or are being obtained pursuant to Section 6.1(b)), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties,

is bound. Neither Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably

be expected to have a Material Adverse Change.

5.2 Collateral.

(a) Borrower has good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien

under the Loan Documents, free and clear of any and all Liens except Permitted Liens, and Borrower has no Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other

investment accounts, if any, described in the Perfection Certificates delivered to Collateral Agent in connection herewith (as the same may be updated from time to time in accordance with Section 6.6) with respect of which Borrower or such

Subsidiary has given Collateral Agent notice and, other than with respect to any Excluded Accounts, taken such actions as are necessary to give Collateral Agent a perfected security interest therein. The Accounts are bona fide, existing obligations

of the Account Debtors.

(b) On the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in

the possession of any third party bailee (such as a warehouse), and (ii) no such third party bailee possesses components of the Collateral with an aggregate fair market value in excess of One Million Dollars ($1,000,000.00). None of the

components of the Collateral (other than Inventory in-transit and mobile equipment) shall be maintained at locations other than as disclosed in the Perfection Certificates on the Effective Date, at clinical

sites, with contract manufacturers, wholesalers, resellers, other vendors and their approved subcontractors, which hold non-commercial drug inventory, R&D materials, clinical and commercial drug products

or drug raw material and drug work in process inventory, or as permitted pursuant to Section 6.11.

material defects, other than drug product prior to release by quality assurance or following the expiration date.

(d) Borrower and each of

its Subsidiaries is the sole owner or co-owner of the Intellectual Property it purports to own, free and clear of all Liens other than Permitted Liens. (i) Each of Borrower’s and its

Subsidiaries’ Patents is valid and enforceable and no part of Borrower’s or its Subsidiaries’ Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (ii) to the best of Borrower’s

knowledge, no claim has been made that any part of the Intellectual Property or any practice by Borrower or its Subsidiaries violates the rights of any third party except to the extent such claim could not reasonably be expected to have a Material

Adverse Change. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any material license or other material agreement with respect to which Borrower or such Subsidiary is the

licensee that (i) prohibits or otherwise restricts Borrower or its Subsidiaries from granting a security interest in Borrower’s or such Subsidiaries’ interest (other than standard

non-assignment clauses) in such material license or material agreement or any other material property, or (ii) for which a default under or termination of could reasonably be expected to interfere with

Collateral Agent’s or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within ten (10) days of Borrower or any of its Subsidiaries entering into or becoming bound

by any license or agreement with respect to which Borrower or any Subsidiary is the licensee (other than over-the-counter software that is commercially available to the

public).

5.3 Litigation. Except as disclosed (i) on the Perfection Certificates, or (ii) in accordance with

Section 6.9 hereof, there are no actions, suits, investigations, or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than Five Hundred

Thousand Dollars ($500,000.00).

5.4 No Material Adverse Change in Financial Condition; Financial Statements. All

consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP (subject, in the case of unaudited financial statements, to normal

year-end non-cash adjustments, consistent with Borrower’s past practices), in all material respects, as of the dates and for the time periods presented therein,

the consolidated financial condition of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries. There has not been a Material Adverse Change in the consolidated financial condition of Borrower and

its Subsidiaries since the date of the most recent financial statements submitted to any Lender.

5.5 Solvency. Borrower is

Solvent, and Borrower and its Subsidiaries, taken as a whole, are solvent.

5.6 Regulatory Compliance. Neither Borrower nor

any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is engaged

as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower and each of its Subsidiaries has complied in all material respects with the Federal Fair Labor

Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is

defined and used in the Public Utility Holding Company Act of 2005. Neither Borrower nor any of its Subsidiaries has violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a Material Adverse Change.

Neither Borrower’s nor any of its Subsidiaries’ properties or assets has been used by Borrower or such Subsidiary or, to Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any

hazardous substance other than in material compliance with applicable laws. Borrower and each of its Subsidiaries has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all

Governmental Authorities that are necessary to continue their respective businesses as currently conducted.

None of Borrower, any of its

Subsidiaries, or, to the knowledge of the Borrower, any of Borrower’s or its Subsidiaries’ Affiliates or any of their respective agents acting or benefiting in any capacity in connection with the transactions contemplated by this

Agreement is (i) in violation of any Anti-Terrorism Law, (ii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding or attempts to

violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) is a Blocked Person. None of Borrower, any of its Subsidiaries, or to the knowledge of Borrower and any of their Affiliates

or agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit

of any Blocked Person, or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law.

5.7 Investments. Neither Borrower nor any of its Subsidiaries owns any stock,

shares, partnership interests or other equity securities except for Permitted Investments.

5.8 Tax Returns and Payments;

Pension Contributions. Borrower and each of its Subsidiaries has timely filed (or timely filed extensions to file) all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, material

state, and material local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless (a) such

taxes are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP (the “Contested Taxes”), or (b) in the case of material state and

material local taxes, assessments, deposits and contributions owed do not, individually or in the aggregate, exceed One Hundred Thousand Dollars ($100,000.00). Borrower may defer payment of any Contested Taxes, provided that Borrower, (a) in

good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings,

and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such Contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower and

each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation

in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any

liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

5.9 Use of

Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements in accordance with the provisions of this Agreement, and not for personal, family, household or

agricultural purposes.

5.10 Shares. Borrower has full power and authority to create a first lien on the Shares and no

disability or contractual obligation exists that would prohibit Borrower from pledging the Shares pursuant to this Agreement, except for any Permitted Liens. To Borrower’s knowledge, there are no subscriptions, warrants, rights of first

refusal or other restrictions on transfer relative to, or options exercisable with respect to the Shares. The Shares have been and will be duly authorized and validly issued, and are fully paid and

non-assessable. To Borrower’s knowledge, the Shares are not the subject of any present or threatened suit, action, arbitration, administrative or other proceeding, and Borrower knows of no reasonable

grounds for the institution of any such proceedings.

5.11 Full Disclosure. No written representation, warranty or other

statement of Borrower or any of its Subsidiaries in any certificate or written statement given to Collateral Agent or any Lender, as of the date such representation, warranty, or other statement was made, taken together with all such written

certificates and written statements given to Collateral Agent or any Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not

materially misleading in light of the circumstances under which such statements were made, after giving effect to all supplements and updates thereto from time to time (it being recognized that the projections and forecasts provided by Borrower in

good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

5.12 “Know Your Customer” Information. All materials and information provided to Collateral Agent and Lenders in

connection with applicable “know your customer” and Anti-Terrorism Legislation are true and correct at the time such materials and information were provided.

5.13 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to

Borrower’s knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers.

AFFIRMATIVE COVENANTS

Borrower shall, and shall cause each of its Subsidiaries to, do all of the following:

6.1 Government Compliance.

(a) Maintain its and (except as not prohibited by Section 7.3) all its Subsidiaries’ legal existence and good standing in their

respective jurisdictions of organization and maintain qualification in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Change. Comply with all laws, ordinances and regulations to which

Borrower or any of its Subsidiaries is subject, the noncompliance with which could reasonably be expected to have a Material Adverse Change.

(b) Obtain and keep in full force and effect, all of the material Governmental Approvals necessary for the performance by Borrower and its

Subsidiaries of their respective businesses and obligations under the Loan Documents and the grant of a security interest to Collateral Agent for the ratable benefit of the Lenders, in all of the Collateral. Upon the Collateral Agent’s

request, Borrower shall promptly provide copies to Collateral Agent of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries.

6.2 Financial Statements, Reports, Certificates.

(a) Deliver to the Collateral Agent (for distribution to the Lenders):

(i) no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet, income

statement and cash flow statement covering the consolidated operations of Borrower and its Subsidiaries for such quarter certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent;

(ii) no later than ninety (90) days after the last day of Borrower’s fiscal year or within five (5) days of filing with the

SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements (provided that that such unqualified opinion may include going concern explanatory language as

it relates to Borrower’s cash level and upcoming maturity date of any Indebtedness) from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; provided that KPMG LLP and any other

certified public accounting firm of recognized national standing shall be acceptable to the Collateral Agent;

(iii) no later than the

earlier of (i) seventy-five (75) days after the last day of each of Borrower’s fiscal years, and (ii) thirty (30) days after approval by the Borrower’s Board of Directors, Borrower’s annual financial projections

for the entire current fiscal year as approved by Borrower’s Board of Directors, which such annual financial projections shall be set forth in a quarterly format (such annual financial projections as originally delivered to Collateral Agent

(for distribution to the Lenders) are referred to herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Borrower’s Board of Directors shall be delivered to Collateral Agent

(for distribution to the Lenders) no later than seven (7) days after such approval); provided, further that without limiting the obligations set forth in foregoing, if the Annual Projections are not delivered to Collateral Agent by the date

that is sixty (60) days after the last day of a given fiscal year, Borrower shall deliver to Collateral Agent draft Annual Projections for the entire current fiscal year;

(iv) within five (5) days of delivery, copies of all non-ministerial statements, reports and

notices made generally available to Borrower’s security holders or holders of Subordinated Debt;

(v) within five (5) days of

filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission,

(vi) prompt notice of any amendments of or other changes to the Operating Documents of Borrower, together with any copies reflecting such

amendments or changes with respect thereto;

(vii) Concurrently with the delivery of the financial statements specified in

Section 6.2(a)(i) above but no later than forty-five (45) days after the last day of each fiscal quarter, notice of (A) any material change in the composition of the Intellectual Property, (B) the registration of any

copyright, patent or trademark, including a copy of any such registration, provided that the Borrower will provide prompt notice of the registration of any copyright, and (C) any event that could reasonably be expected to materially and

adversely affect the value of the Intellectual Property;

(viii) no later than thirty (30) days after the last day of each month,

copies of the month-end account statements for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly

from the applicable institution(s);

(ix) no later than thirty (30) days after the last day of each month during any part of which

Borrower’s obligations under Section 6.14 were in effect, a summary report regarding Borrower’s minimum aggregate cash balance in Collateral Accounts maintained in the United States and subject to Control Agreements in favor of

Collateral Agent during all times of such month when the aforementioned obligations were in effect; and

(x) other information as

reasonably requested by Collateral Agent or any Lender.

Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof

(to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a

link thereto, when filed with the SEC or on Borrower’s website on the internet at Borrower’s website address.

(b) Concurrently

with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than forty-five (45) days after the last day of each fiscal quarter, deliver to each Lender, a duly completed Compliance Certificate

signed by a Responsible Officer.

normal year-end non-cash adjustments, consistent with Borrower’s past practices), in which full, true and correct entries shall be made of all dealings and

transactions in relation to its business and activities. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice

(provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral

audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than once every year unless (and more frequently if) an Event of Default has occurred and is continuing.

6.3 Inventory; Returns. Keep all Inventory in good and marketable condition, free from material defects, other than drug

products following the expiration date. Returns and allowances between Borrower, or any of its Subsidiaries, and their respective Account Debtors shall follow customary practices for similarly situated suppliers as Borrower in their ordinary course

of business. Borrower must promptly notify Collateral Agent (for distribution to the Lenders) of all returns, recoveries, disputes and claims that involve more than Five Hundred Thousand Dollars ($500,000.00) individually or in the aggregate in any

calendar year.

6.4 Taxes; Pensions. Timely file and require each of its Subsidiaries to timely file, all required

tax returns and reports and timely pay, and require each of its Subsidiaries to timely file, all foreign, federal, material state, and material local taxes, assessments, deposits and contributions owed by Borrower or its Subsidiaries, except for

deferred payment of any taxes contested pursuant to the terms of Section 5.8 hereof, and shall deliver to Collateral Agent (for distribution to the Lenders) , on demand, appropriate certificates attesting to such payments, and pay all amounts

necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with the terms of such plans; provided that, as used herein, “material state, and material local Taxes, assessments, deposits and

contributions” mean those, individually or in the aggregate, equal to or that exceed One Hundred Thousand Dollars ($100,000.00).

6.5 Insurance. Keep Borrower’s and its Subsidiaries’

business and the Collateral insured for risks and in amounts standard for companies in Borrower’s and its Subsidiaries’ industry and location and as Collateral Agent may reasonably request. Insurance policies shall be in a form, with

companies, and in amounts that are reasonably satisfactory to Collateral Agent. All property policies shall have a lender’s loss payable endorsement showing Collateral Agent as lender loss payee and waive subrogation against Collateral Agent,

and all liability policies shall show, or have endorsements showing, Collateral Agent, as additional insured. The Collateral Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in

respect of any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent, that it will give the Collateral Agent thirty

(30) days prior written notice before any such policy or policies shall be materially altered or canceled. At Collateral Agent’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds

payable under any policy shall, at Collateral Agent’s option, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has

occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy up to Five Hundred Thousand Dollars ($500,000.00) with respect to any loss, but not exceeding Five Hundred Thousand Dollars ($500,000.00), in

the aggregate for all losses under all casualty policies in any one year, toward the replacement or repair of destroyed or damaged property; provided that, to the extent such proceeds are applied toward the replacement or repair of destroyed or

damaged property, any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Collateral Agent has been granted a first priority security

interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of Collateral Agent, be payable to Collateral Agent, for the ratable benefit of the

Lenders, on account of the Obligations. If Borrower or any of its Subsidiaries fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment to third persons, Collateral Agent may

make, at Borrower’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Collateral Agent deems prudent.

6.6 Operating Accounts.

(a) Maintain all of Borrower’s Collateral Accounts (other than Excluded Accounts) in accounts which are subject to a Control Agreement in

favor of Collateral Agent.

(b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower

establishes any Collateral Account. For each Collateral Account (other than Excluded Accounts) that Borrower, at any time maintains, Borrower shall cause the applicable bank or financial institution at or with which such Collateral Account is

maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the

establishment of such Collateral Account, which Control Agreement may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to Excluded Accounts.

(c) Borrower shall not maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b).

6.7 Protection of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) use commercially

reasonable efforts to protect, defend and maintain the validity and enforceability of its owned Intellectual Property that is material to Borrower’s business; (b) promptly upon becoming aware, advise Collateral Agent in writing of

material infringement by a third party of its owned Intellectual Property that is material to Borrower’s business; and (c) not allow any owned Intellectual Property material to Borrower’s business to be abandoned, forfeited or

dedicated to the public without Collateral Agent’s prior written consent. If Borrower (i) obtains as owner any patent, registered trademark or servicemark, registered copyright, or registered mask work or (ii) applies for any patent

or the registration of any trademark or servicemark, then Borrower or such Subsidiary shall (x) provide written notice thereof to Collateral Agent through Borrower’s Compliance Certificate reporting under Section 6.2(b), and

(y) shall execute such intellectual property security agreements and other documents and take such other actions as Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected

security interest in the United States in favor of Collateral Agent, for the ratable benefit of the Lenders, in such property. If Borrower or any of its Subsidiaries decides to register any copyrights or mask works in

the United States Copyright Office, Borrower or such Subsidiary shall: (x) execute an intellectual property security agreement and such other documents and take such other actions as

Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in the copyrights or mask works

intended to be registered with the United States Copyright Office; and (y) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the copyright or mask work application(s) with

the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Collateral Agent with evidence of the recording of the intellectual property security agreement necessary for Collateral Agent to perfect and maintain a first

priority perfected security interest in such property.

6.8 Litigation Cooperation. Commencing on the Effective Date and

continuing through the termination of this Agreement, make available to Collateral Agent and the Lenders, without expense to Collateral Agent or the Lenders, Borrower and each of Borrower’s officers, employees and agents and Borrower’s

Books, to the extent that Collateral Agent or any Lender may reasonably deem them necessary to prosecute or defend any third-party suit or proceeding instituted by or against Collateral Agent or any Lender

with respect to any Collateral or relating to Borrower.

6.9 Notices of Litigation and Default. Within five (5) days

thereof, Borrower will give written notice to Collateral Agent (for distribution to the Lenders) of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be

expected to result in damages or costs to Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000.00) or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting any other

more specific provision of this Agreement, promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both,

would constitute an Event of Default, Borrower shall give written notice to Collateral Agent (for distribution to the Lenders) of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event

which, with the giving of notice or passage of time, or both, would constitute an Event of Default.

6.10 Minimum Revenue

Covenant. Borrower shall deliver to Collateral Agent the Net Product Revenue Forecast by no later than sixty (60) days after the earlier of (i) the date of acceptance by the U.S. Food and Drug Administration of Borrower’s

Biologics License Application for the use of Borrower’s product candidate Tanruprubart in the treatment of Guillain-Barré Syndrome (the “Tanruprubart First BLA Acceptance Date”) or (ii) the date of receipt by

Borrower of acceptance by the U.S. Food and Drug Administration of Borrower’s Biologics License Application for the use of Borrower’s product candidate Vonaprument in the treatment of Geographic Atrophy (the “Vonaprument First

BLA Acceptance Date”). The Net Product Revenue Forecast shall be delivered along with the applicable percentage (the “Minimum Revenue Percentage”) of Net Product Revenue from the Net Product Revenue Forecast that will

constitute the required Net Product Revenue amounts per the minimum revenue covenant schedule for this Section 6.10 (the “Minimum Required Net Product Revenue”), which must be mutually acceptable to Collateral Agent and

Borrower. However, if the parties do not mutually agree to the Minimum Revenue Percentage within seventy five (75) days after the Tanruprubart First BLA Acceptance Date (the “Tanruprubart Minimum Revenue Percentage Deadline”)

or the Vonaprument First BLA Acceptance Date (the “Vonaprument Minimum Revenue Percentage Deadline”), then mutual agreement to the Minimum Revenue Percentage shall become an additional condition for (i) the Third Draw Period

Commencement Event, if it has not already occurred prior to the Tanruprubart Minimum Revenue Percentage Deadline or (ii) the Fourth Draw Period Commencement Event, if it has not already occurred prior to the Vonaprument Minimum Revenue

Percentage Deadline, as applicable. For the avoidance of doubt, Borrower shall only deliver the Net Product Revenue Forecast for Tanruprubart or Vonaprument to the extent there is Biologics License Application acceptance for such product.

If the initial Revenue Testing Date has occurred, Borrower shall achieve Minimum Required Net Product Revenue (determined in accordance with

GAAP), measured on a trailing six (6) month basis, in an amount greater than or equal to the Minimum Revenue Percentage of Net Product Revenue from the Net Product Revenue Forecast for the sale of (i) Tanruprubart, if there is Biologics

License Application acceptance for Tanruprubart, or (ii) Vonaprument, if there is Biologics License Application acceptance for Vonaprument, in each case to the extent applicable, for the relevant measuring period in the Net Product Revenue

Forecast.

Further, such Minimum Revenue Percentage(s) and Minimum Required Net Product Revenue amounts

for future periods beyond those periods included in the Net Product Revenue Forecast will (i) be based upon quarterly Net Product Revenue for the fiscal year in the then-applicable Annual Projections, (ii) require annual growth compared to

actual Net Product Revenue in the preceding fiscal year, and (iii) be mutually agreed upon by Collateral Agent and Borrower no later than March 15th of the applicable fiscal year; however, failure to achieve such mutual agreement by March 15th

of the applicable fiscal year will not constitute an Event of Default if Borrower maintains Qualified Cash in an amount equal to or greater than the outstanding principal balance of the Term Loans. Additionally, such Minimum Revenue Percentage(s)

and Minimum Required Net Product Revenue amounts for future periods beyond those periods included in the Net Product Revenue Forecast may be subject to a maximum amount of trailing six (6) month Net Product Revenue to be mutually agreed upon by

Collateral Agent and Borrower, which Borrower must thereafter maintain as of each Revenue Testing Date through the earlier of prepayment or maturity of the Term Loans.

Notwithstanding the foregoing, this Section shall not be required to be complied with for any fiscal quarter if, as of the applicable Revenue

Testing Date and the actual reporting date to Lenders (per Sections 6.2(a)(i) and 6.2(b)), (i) Borrower’s fully diluted Market Capitalization for such Revenue Testing Date equals or exceeds Seven Hundred Million Dollars ($700,000,000) or

(ii) Borrower maintains Qualified Cash as of such Revenue Testing Date in an amount equal to or greater than the outstanding principal balance of the Term Loans.

6.11 Landlord Waivers; Bailee Waivers. In the event that Borrower, after the Effective Date, intends to add any new offices or

business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, in each case having an aggregate fair market value in excess of One Million Dollars ($1,000,000.00) (other

than Inventory in-transit, mobile equipment, and Collateral at clinical sites, with contract manufacturers, wholesalers, resellers, other vendors and their approved subcontractors, which hold non-commercial drug inventory, R&D materials, clinical and commercial drug product, or drug raw material and drug work in process inventory), a bailee (regardless of whether such office, business location, or

warehouse is a new or existing office, business location or warehouse), in each case pursuant to Section 7.2, then Borrower will first receive the written consent of Collateral Agent and, in the event that the new location is the chief

executive office of the Borrower or the Collateral (other than Inventory in-transit, mobile equipment, and Collateral at clinical sites, with contract manufacturers, wholesalers, resellers, other vendors and

their approved subcontractors, which hold noncommercial drug inventory, R&D materials, clinical and commercial drug product, or drug raw material and drug work in process inventory) at any such new location is with Collateral having an aggregate

fair market value in excess of One Million Dollars ($1,000,000.00) in the aggregate, the Borrower shall cause such bailee or landlord, as applicable, to execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance

reasonably satisfactory to Collateral Agent prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be; provided that, the requirement of this Section 6.11 shall

not apply to any location outside of the United States of America in which such consent or waiver is not customarily provided to secured lenders.

6.12 Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary

(including, without limitation, pursuant to a Division), Borrower shall provide prior written notice to Collateral Agent (for distribution to the Lenders) of the creation or acquisition of such new Subsidiary and take all such action as may be

reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case,

grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral

Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares.

6.13 Further Assurances.

(a) Execute any further instruments and take further action as Collateral Agent or any Lender reasonably requests to perfect or continue

Collateral Agent’s Lien in the Collateral or to effect the purposes of this Agreement.

(b) Deliver to Collateral Agent (for

distribution to the Lenders) , within five (5) days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a

material adverse effect on any of the Governmental Approvals material to Borrower’s business or otherwise could reasonably be expected to have a Material Adverse Change.

6.14 Minimum Cash Covenant. Beginning with the earlier of the Cash Covenant

Commencement Date or the Cash Covenant Springing Date, Borrower must maintain at all times an aggregate unrestricted balance of cash and Cash Equivalents in Borrower’s Collateral Accounts (maintained in the Unites States that are subject to

Control Agreements in favor of Collateral Agent after giving effect to the post-closing period provided to obtain such Control Agreements) of not less than the product of (i) the Cash Covenant Applicable Percentage multiplied by (ii) the

aggregate principal amount of the Term Loans then outstanding.

NEGATIVE COVENANTS

Borrower shall not, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of the Required

Lenders:

7.1 Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (including, without limitation,

pursuant to a Division) (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business

(including, for the avoidance of doubt, pursuant to compassionate use and emergency use requests and clinical trials); (b) of worn out or obsolete Equipment; (c) of cash and Cash Equivalents in connection with transactions not prohibited

hereunder in the ordinary course of business and not inconsistent with the then applicable Annual Projections approved by Borrower’s Board of Directors; (d) in connection with Permitted Royalty Financings, Permitted Liens, Permitted

Investments and Permitted Licenses; (e) consisting of the lapse, abandonment, forfeiture or dedication to the public of any Intellectual Property that is not used in Borrower’s business as then conducted or proposed to be conducted

and also does not have material market value; and (f) other Transfers not otherwise permitted under this Section 7.1 with a value not to exceed $500,000.00 in the aggregate in any fiscal year.

7.2 Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its

Subsidiaries to engage in any business other than the businesses engaged in by Borrower as of the Effective Date or reasonably related thereto; (b) liquidate or dissolve, provided, that a Subsidiary of Borrower may liquidate or dissolve if,

prior to such liquidation or dissolution, such Subsidiary shall transfer substantially all of its assets to the Borrower or a Guarantor, if such Subsidiary is a Borrower or Guarantor or to any other Subsidiary if such Subsidiary is not a Borrower or

Guarantor; or (c) (i) any Key Person shall cease to be actively engaged in the management of Borrower unless written notice thereof is provided to Collateral Agent within five (5) days of such change, or (ii) consummate any

transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty nine percent (49%) of the voting stock of Borrower immediately after

giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering, a private placement of public equity or to venture capital investors so long as Borrower

identifies to Collateral Agent the venture capital investors prior to the closing of the transaction). Borrower shall not, without at least ten (10) days’ prior written notice to Collateral Agent: (A) add any new offices or business

locations in the United States of America, including warehouses (unless such new offices or business locations (i) contain Collateral with fair market value less than One Million Dollars ($1,000,000.00) in assets or property of Borrower or any

of its Subsidiaries and (ii) are not Borrower’s or its Subsidiaries’ chief executive office); (B) change its jurisdiction of organization, (C) change its organizational structure or type, (D) change its legal name, or

(E) change any organizational number (if any) assigned by its jurisdiction of organization.

7.3 Mergers or

Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock, shares or property of

another Person (including, without limitation, pursuant to a Division). A Subsidiary may merge or consolidate into another Subsidiary (provided such surviving Subsidiary is a “co-Borrower”

hereunder or has provided a secured Guaranty of Borrower’s Obligations hereunder) or with (or into) Borrower provided Borrower is the surviving legal entity, and as long as no Event of Default is occurring prior thereto or arises as a result

therefrom.

7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so,

other than Permitted Indebtedness.

7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of its

property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest

granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly

prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property,

except (i) as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” herein, or (ii) customary restrictions on assignment and transfer in license agreements not material to

Borrower’s business under which Borrower is the licensee.

7.6 Maintenance of Collateral Accounts. Maintain any

Collateral Account except pursuant to the terms of Section 6.6 hereof.

7.7 Distributions; Investments. (a) Pay

any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock, provided that the Borrower and its Subsidiaries may (i) make repurchases

pursuant to the terms of employee stock purchase plans, employee restricted stock agreements, stockholder rights plans, director or consultant stock option plans, or similar plans, provided such repurchases do not exceed Five Hundred Thousand

Dollars ($500,000.00) in the aggregate per fiscal year, (ii) convert or exchange any of its pre-funded warrants and/or convertible securities into or for other equity securities pursuant to the terms of

such pre-funded warrants and/or convertible securities or otherwise in exchange thereof, (iii) make de minimis payments in lieu of fractional shares, provided, that the aggregate amount of such payments

during any given fiscal year does not exceed One Hundred Thousand Dollars ($100,000.00), (iv) purchases of capital stock or options, warrants or other agreements to acquire such capital stock with the proceeds received from a substantially

concurrent issuance of capital stock or convertible securities; provided that such purchases do not exceed $500,000.00 in the aggregate per fiscal year, (v) purchases of capital stock pledged as collateral for loans to employees; provided that

such purchases do not exceed $500,000.00 in the aggregate per fiscal year, (vi) purchases of capital stock in connection with the exercise of stock options, warrants or other equity awards by way of cashless exercise or in connection with the

satisfaction of withholding tax obligations; provided, that no cash payment shall be made by Borrower pursuant to such purchases, (vii) purchases for value of any rights distributed in connection with any stockholder rights plan, provided the

aggregate cash payments in connection therewith during any fiscal year do not exceed One Hundred Thousand Dollars ($100,000.00) and (viii) Subsidiaries of the Borrower may make distributions to Borrower, or (b) directly or indirectly make

any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so.

7.8 Transactions with

Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower or any of its Subsidiaries, except for (a) transactions that are in the ordinary course of Borrower’s or such

Subsidiary’s business, upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person,

(b) Subordinated Debt or equity investments by Borrower’s investors in Borrower or its Subsidiaries, (c) transactions between the Borrower and its Subsidiaries permitted by the terms of this Agreement, (d) transactions permitted

under Section 7.7, (e) reasonable and customary director, officer and employee compensation arrangements and other customary benefits including retirement, health, stock option and other benefit plans and indemnification arrangements approved

by the Board or a duly authorized committee thereof and in keeping with the then applicable Annual Projections, (f) reasonable and customary fees paid to members of the Board in the ordinary course of business, and (g) employee agreements

or arrangements, compensation arrangements and reimbursement of expenses, including retention bonuses, of current officers, employees or directors in the ordinary course of business or otherwise approved by the applicable Borrower or

Subsidiary’s Board of Directors and, if applicable, in keeping with the then applicable Annual Projections.

7.9

Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any

provision in any document relating to the Subordinated Debt which would increase the amount thereof, except in accordance with the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or

adversely affect the subordination thereof to Obligations owed to the Lenders.

7.10 Compliance. Become an “investment company” or a company

controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of

Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail

to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a Material Adverse Change, or permit any of its Subsidiaries to do so; withdraw or permit any

Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be

expected to result in any liability of Borrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

7.11 Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies

Borrower and each of its Subsidiaries that pursuant to the requirements of Anti-Terrorism Laws, and Collateral Agent’s policies and practices, Collateral Agent is required to obtain, verify and record

certain information and documentation that identifies Borrower and each of its Subsidiaries and their principals, which information includes the name and address of Borrower and each of its Subsidiaries and their principals and such other

information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries

permit any Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower and each of its Subsidiaries shall immediately notify Collateral Agent if

Borrower or such Subsidiary has knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is

arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries, permit any Affiliate to, directly or

indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked

Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 or any similar executive order or other

Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth

in Executive Order No. 13224 or other Anti-Terrorism Law.

7.12 Australian Sub.

Allow the Australian Sub to hold assets with a value in excess of One Hundred Thousand Dollars ($100,000.00) at any given time or to hold any Intellectual Property material to the business of Borrower as then conducted or proposed to be conducted.

EVENTS OF DEFAULT

Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement:

8.1 Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due

date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day grace period shall not apply to payments due on the Maturity Date or the date of

acceleration pursuant to Section 9.1 (a) hereof). During the cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cure period);

8.2 Covenant Default.

(a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports,

Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12

(Creation/Acquisition of Subsidiaries), 6.13 (Further Assurances) or 6.14 (Minimum Cash Balance) or Borrower violates any covenant in Section 7; or

(b) Borrower, or any of its Subsidiaries, fails or neglects to perform, keep, or observe any

other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement

that can be cured, has failed to cure the default within fifteen (15) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the fifteen (15) day period or cannot after diligent

attempts by Borrower be cured within such fifteen (15) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days) to

attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this

Section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above;

8.3 Material Adverse Change. A Material Adverse Change occurs;

8.4 Attachment; Levy; Restraint on Business.

(a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or any of its Subsidiaries or of

any entity under control of Borrower or its Subsidiaries on deposit with any Lender or any Lender’s Affiliate or any bank or other institution at which Borrower or any of its Subsidiaries maintains a Collateral Account, in excess of Fifty

Thousand Dollars ($50,000.00) or (ii) a notice of lien, levy, or assessment is filed against Borrower or any of its Subsidiaries or their respective assets, in excess of Fifty Thousand Dollars ($50,000.00) by any government agency (other than

as permitted under Sections 5.8 and 6.4), and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise);

provided, however, no Credit Extensions shall be made during any ten (10) day cure period; and

(b) (i) any material portion of

Borrower’s or any of its Subsidiaries’ assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower or any of its Subsidiaries from

conducting any part of its business;

8.5 Insolvency. (a) Borrower is or becomes Insolvent, or Borrower and its

Subsidiaries, taken as a whole, are or become Insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and not dismissed or

stayed within forty-five (45) days (but no Credit Extensions shall be made while Borrower or any Subsidiary is Insolvent and/or until any Insolvency Proceeding is dismissed);

8.6 Other Agreements. There is a default in any agreement to which Borrower or any of its Subsidiaries is a party with a third

party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness (after giving effect to any grace or cure periods contained therein) in an amount in excess of Five

Hundred Thousand Dollars ($500,000.00) or that could reasonably be expected to have a Material Adverse Change; provided, however, that the Event of Default under this Section 8.6 caused by the occurrence of a breach or default under such other

agreement shall be cured or waived for purposes of this Agreement upon Collateral Agent receiving written notice from (or an agreement executed by) the party asserting such breach or default of such cure or waiver of the breach or default under such

other agreement, if at the time of such cure or waiver under such other agreement, (x) Collateral Agent has not declared an Event of Default under this Agreement and/or exercised any rights with respect thereto, (y) any such cure or waiver

does not result in an Event of Default under any other provision of this Agreement or any Loan Document, and (z) in connection with any such cure or waiver under such other agreement, the terms of any agreement with such third party are not

modified or amended in any manner which could in the good faith business judgment of Collateral Agent be materially less advantageous to Borrower or any Guarantor;

8.7 Judgments. One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the

aggregate, of at least Five Hundred Thousand Dollars ($500,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against

Borrower or any of its Subsidiaries and shall remain unsatisfied, unvacated, or unstayed for a period of twenty (20) days after the entry thereof (provided that no Credit Extensions will be made prior to the satisfaction, vacation, or stay of

such judgment, order or decree);

8.8 Misrepresentations. Borrower or any of its Subsidiaries or any Person

acting for Borrower or any of its Subsidiaries makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Collateral Agent and/or Lenders or to induce Collateral Agent

and/or the Lenders to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect when made;

8.9 Subordinated Debt. A default or breach occurs under any agreement between Borrower or any of its Subsidiaries and any

creditor of Borrower or any of its Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Collateral Agent or the Lenders, or any creditor that has signed such an agreement with Collateral Agent or the Lenders

breaches any terms of such agreement;

8.10 Guaranty. (a) Any Guaranty terminates or ceases for any reason to be in

full force and effect; (b) any Guarantor does not perform any obligation or covenant under any Guaranty; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 occurs with respect to any Guarantor, or (d) liquidation,

winding up, or termination of existence of any Guarantor;

8.11 Governmental Approvals. Any Governmental Approval shall have

been revoked, rescinded, suspended, modified in an adverse manner, or not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non-renewal has

resulted in or could reasonably be expected to result in a Material Adverse Change; or

8.12 Lien Priority. Any Lien created

hereunder or by any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens; provided that such

circumstance is not solely due to Collateral Agent’s failure to file an appropriate continuation UCC financing statement, amendment UCC financing statement or initial UCC financing statement.

8.13 Delisting. The shares of common stock of Borrower are delisted from The Nasdaq Stock Market LLC because of failure to

comply with continued listing standards thereof or due to a voluntary delisting which results in such shares not being listed on any other nationally recognized stock exchange in the United States having listing standards at least as restrictive as

The Nasdaq Stock Market LLC.

RIGHTS AND REMEDIES

9.1 Rights and Remedies.

(a) Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may, and at the written direction of Required

Lenders shall, without notice or demand, do any or all of the following: (i) deliver notice of the Event of Default to Borrower, (ii) by notice to Borrower declare all Obligations immediately due and payable (but if an Event of

Default described in Section 8.5 occurs all Obligations shall be immediately due and payable without any action by Collateral Agent or the Lenders) or (iii) by notice to Borrower suspend or terminate the obligations, if any, of the Lenders

to advance money or extend credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders (but if an Event of Default described in Section 8.5 occurs all

obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders shall be immediately terminated without any

action by Collateral Agent or the Lenders).

(b) Without limiting the rights of Collateral Agent and the Lenders set forth in

Section 9.1(a) above, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following:

(i) foreclose upon and/or sell or otherwise liquidate, the Collateral;

(ii) apply to the Obligations any (a) balances and deposits of Borrower that

Collateral Agent or any Lender holds or controls, or (b) any amount held or controlled by Collateral Agent or any Lender owing to or for the credit or the account of Borrower; and/or

(iii) commence and prosecute an Insolvency Proceeding or consent to Borrower commencing any Insolvency Proceeding.

(c) Without limiting the rights of Collateral Agent and the Lenders set forth in Sections 9.1(a) and (b) above, upon the occurrence

and during the continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following:

(i) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Collateral Agent considers

advisable, notify any Person owing Borrower money of Collateral Agent’s security interest in such funds, and verify the amount of such account;

(ii) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the

Collateral. Borrower shall assemble the Collateral if Collateral Agent requests and make it available in a location as Collateral Agent reasonably designates. Collateral Agent may enter premises where the Collateral is located, take and maintain

possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Collateral Agent a license to enter and occupy

any of its premises, without charge, to exercise any of Collateral Agent’s rights or remedies;

(iii) ship, reclaim, recover,

store, finish, maintain, repair, prepare for sale, and/or advertise for sale, the Collateral. Collateral Agent is hereby granted a non-exclusive, royalty-free license or

other right to use, without charge, Borrower’s and each of its Subsidiaries’ labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any

similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Collateral Agent’s exercise of its rights under this Section 9.1, Borrower’s

and each of its Subsidiaries’ rights under all licenses and all franchise agreements inure to Collateral Agent, for the benefit of the Lenders;

(iv) place a “hold” on any account maintained with Collateral Agent or the Lenders and/or deliver a notice of exclusive control,

any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;

(v) demand and receive possession of Borrower’s Books;

(vi) appoint a receiver to seize, manage and realize any of the Collateral, and such receiver shall have any right and authority as any

competent court will grant or authorize in accordance with any applicable law, including any power or authority to manage the business of Borrower or any of its Subsidiaries; and

(vii) subject to clauses 9.1(a) and (b), exercise all rights and remedies available to Collateral Agent and each Lender under the Loan

Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).

Notwithstanding any provision of this Section 9.1 to the contrary, upon the occurrence of any Event of Default, Collateral Agent shall have the right to

exercise any and all remedies referenced in this Section 9.1 without the written consent of Required Lenders following the occurrence of an Exigent Circumstance. As used in the immediately preceding sentence, “Exigent

Circumstance” means any event or circumstance that, in the reasonable judgment of Collateral Agent, imminently threatens the ability of Collateral Agent to realize upon all or any material portion of the Collateral, such as, without

limitation, fraudulent removal, concealment, or abscondment thereof, destruction or material waste thereof, or failure of Borrower or any of its Subsidiaries after reasonable demand to maintain or reinstate adequate casualty insurance coverage, or

which, in the judgment of Collateral Agent, could reasonably be expected to result in a material diminution in value of the Collateral.

9.2 Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent

as its lawful attorney-in-fact, exercisable upon the occurrence and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its

Subsidiaries’ name on any checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle

and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay,

contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into

the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints Collateral Agent as its lawful attorney-in-fact to sign

Borrower’s or any of its Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral regardless of whether an Event of Default has occurred until all

Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions hereunder. Collateral Agent’s foregoing appointment as

Borrower’s or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully

repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates.

9.3

Protective Payments. If Borrower or any of its Subsidiaries fail to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower or any of its Subsidiaries is

obligated to pay under this Agreement or any other Loan Document, Collateral Agent may obtain such insurance or make such payment, and all amounts so paid by Collateral Agent are Lenders’ Expenses and immediately due and payable, bearing

interest at the Default Rate, and secured by the Collateral. Collateral Agent will make reasonable efforts to provide Borrower with notice of Collateral Agent obtaining such insurance or making such payment at the time it is obtained or paid or

within a reasonable time thereafter. No such payments by Collateral Agent are deemed an agreement to make similar payments in the future or Collateral Agent’s waiver of any Event of Default.

9.4 Application of Payments and Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the

occurrence and during the continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Collateral Agent from or on behalf of Borrower

or any of its Subsidiaries of all or any part of the Obligations, and, as between Borrower on the one hand and Collateral Agent and Lenders on the other, Collateral Agent shall have the continuing and exclusive right to apply and to reapply any and

all payments received against the Obligations in such manner as Collateral Agent may deem advisable notwithstanding any previous application by Collateral Agent, and (b) the proceeds of any sale of, or other realization upon all or any part of

the Collateral shall be applied: first, to the Lenders’ Expenses; second, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the United States Bankruptcy Code, would have accrued on such

amounts); third, to the principal amount of the Obligations outstanding; and fourth, to any other indebtedness or obligations of Borrower owing to Collateral Agent or any Lender under the Loan Documents. Any balance remaining shall be delivered to

Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted

prior to the application to the next succeeding category, and (y) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant

thereto for such category. Any reference in this Agreement to an allocation between or sharing by the Lenders of any right, interest or obligation “ratably,” “proportionally” or in similar terms shall refer to Pro Rata Share

unless expressly provided otherwise. Collateral Agent, or if applicable, each Lender, shall promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Term Loan and the

ratable distribution of interest, fees and reimbursements paid or made by Borrower. Notwithstanding the foregoing, a Lender receiving a scheduled payment shall not be responsible for determining whether the other Lenders also received their

scheduled payment on such date; provided, however, if it is later determined that a Lender received more than its ratable share of scheduled payments made on any date or dates, then such Lender shall remit to Collateral Agent or other Lenders such

sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Collateral Agent. If any payment or distribution of any kind or character, whether in cash, properties or securities, shall be received by a Lender

in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the

other Lender for application to the payments of amounts due on the other Lenders’ claims. To the extent any payment for the account of Borrower is required to be returned as a voidable

transfer or otherwise, the Lenders shall contribute to one another as is necessary to ensure that such return of payment is on a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold such Collateral for itself and as

agent and bailee for Collateral Agent and other Lenders for purposes of perfecting Collateral Agent’s security interest therein.

9.5 Liability for Collateral. So long as Collateral Agent and the Lenders comply with reasonable banking practices regarding the

safekeeping of the Collateral in the possession or under the control of Collateral Agent and the Lenders, Collateral Agent and the Lenders shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or

damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.

9.6 No Waiver; Remedies Cumulative. Failure by Collateral Agent or any Lender, at any time or times, to require strict

performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Collateral Agent or any Lender thereafter to demand strict performance and compliance herewith or therewith. No

waiver hereunder shall be effective unless signed by Collateral Agent and the Required Lenders and then is only effective for the specific instance and purpose for which it is given. The rights and remedies of Collateral Agent and the Lenders under

this Agreement and the other Loan Documents are cumulative. Collateral Agent and the Lenders have all rights and remedies provided under the Code, any applicable law, by law, or in equity. The exercise by Collateral Agent or any Lender of one right

or remedy is not an election, and Collateral Agent’s or any Lender’s waiver of any Event of Default is not a continuing waiver. Collateral Agent’s or any Lender’s delay in exercising any remedy is not a waiver, election, or

acquiescence.

9.7 Demand Waiver. Borrower waives, to the fullest extent permitted by law, demand, notice of default or

dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Collateral Agent or any

Lender on which Borrower or any Subsidiary is liable.

10.

NOTICES

All notices, consents, requests, approvals, demands, or other communication (collectively, “Communication”) by any party to

this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first

class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile or electronic mail transmission; (c) one (1) Business Day after deposit with a reputable

overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or

email address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address, facsimile number, or email address by giving the other party written notice thereof in accordance with the terms of this Section 10.

If to Borrower:

ANNEXON, INC.

1400 Sierra Point Parkway

Building C, 2nd Floor

Brisbane, CA 94005

Attn: [**]

Email: [**]

with a copy (which shall not constitute notice) to:

Cooley LLP

3 Embarcadero Center

20th Floor

San Francisco, CA 94111-4004

Attn: [**]

Fax:

Email: [**]

If to Collateral Agent:

OXFORD FINANCE LLC

115 South Union Street

Suite 300

Alexandria, VA 22314

Attention: [**]

Fax: [**]

Email: [**]

with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP

One International

Place

Boston, MA 02110

Attention: [**]

Fax: [**]

Email: [**]

11.

CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER, AND JUDICIAL REFERENCE

California law governs the Loan Documents without regard to principles of conflicts of law. Borrower, Collateral Agent and each Lender each

submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Collateral Agent or any Lender from bringing suit or

taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of Collateral Agent or any Lender. Borrower expressly submits and

consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby

consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such

summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided by Borrower in accordance with, Section 10 of this Agreement and that service so made

shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BORROWER, COLLATERAL AGENT AND EACH LENDER EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE

OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS

AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR

RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the parties hereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a

reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the Santa Clara County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638

(or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federal courts), sitting without a jury, in Santa Clara County, California; and the parties hereby submit to the jurisdiction of such

court. The reference proceedings shall be conducted pursuant to and in accordance

with the provisions of California Code of Civil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including

without limitation, entering temporary restraining orders, issuing preliminary and permanent injunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be

permanently sealed. If during the course of any dispute, a party desires to seek provisional relief, but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the Santa Clara County,

California Superior Court for such relief. The proceeding before the private judge shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to

discovery which shall be conducted in the same manner as it would be before a court under the rules of discovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and orders applicable

to judicial proceedings in the same manner as a trial court judge. The parties agree that the selected or appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a

statement of decision thereon pursuant to California Code of Civil Procedure § 644(a). Nothing in this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose

against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability, interpretation, and enforceability of this paragraph.

12.

GENERAL PROVISIONS

12.1 Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party.

Borrower may not transfer, pledge or assign this Agreement or any rights or obligations under it without Collateral Agent’s and each Lender’s prior written consent (which may be granted or withheld in Collateral Agent’s and each

Lender’s discretion, subject to Section 12.6). The Lenders have the right, without the consent of or notice to Borrower, to sell, transfer, assign, pledge, negotiate, or grant participation in (any such sale, transfer, assignment,

negotiation, or grant of a participation, a “Lender Transfer”) all or any part of, or any interest in, the Lenders’ obligations, rights, and benefits under this Agreement and the other Loan

Documents; provided, however, that any such Lender Transfer (other than a transfer, pledge, sale or assignment to an Eligible Assignee) of its obligations, rights, and benefits under this Agreement and the other Loan Documents shall

require the prior written consent of the Required Lenders (such approved assignee, an “Approved Lender”). Borrower and Collateral Agent shall be entitled to continue to deal solely and directly with such Lender in

connection with the interests so assigned until Collateral Agent shall have received and accepted an effective assignment agreement in attached hereto as Exhibit E, executed, delivered and fully completed by the applicable parties thereto,

and shall have received such other information regarding such Eligible Assignee or Approved Lender as Collateral Agent reasonably shall require. Notwithstanding anything to the contrary contained herein, so long as no Event of Default has occurred

and is continuing, no Lender Transfer (other than a Lender Transfer in connection with (x) assignments by a Lender due to a forced divestiture at the request of any regulatory agency; or (y) upon the occurrence of a default, event of

default or similar occurrence with respect to a Lender’s own financing or securitization transactions) shall be permitted, without Borrower’s consent, to any Person which is an Affiliate or Subsidiary of Borrower, a direct competitor of

Borrower or a vulture hedge fund, each as determined by Collateral Agent. Collateral Agent, acting as a non-fiduciary agent of Borrower (solely for tax purposes), shall maintain at one of its U.S. offices

(a) a copy (or electronic equivalent) of the documentation for each Lender Transfer delivered to it, and (b) a register for recordation of the names, addresses, Term Loan Commitments of and Obligations owing to, each Lender. Entries in the

register shall be conclusive, absent manifest error, and Borrower, Collateral Agent and Lenders shall treat each Person recorded in such register as a Lender for all purposes under the Loan Documents, notwithstanding any notice to the contrary. The

register shall be available for inspection by Borrower or any Lender, from time to time upon reasonable notice. Each Lender that sells a participation shall, acting as a non-fiduciary agent of Borrower (solely

for tax purposes), maintain a register in which it enters the participant’s name, address and interest in Term Loan Commitments and Obligations (the “Participant Register”). Entries in the Participant Register shall be

conclusive, absent manifest error, and such Lender shall treat each Person recorded in the register as the owner of the participation for all purposes, notwithstanding any notice to the contrary. No Lender shall have an obligation to disclose any

information in such Participant Register, except to the extent necessary to establish that a participant’s interest is in registered form under the U.S. IRC and Section 5f.103-1(c) of the U.S.

Treasury Regulations. Collateral Agent (in its capacity as Collateral Agent) shall have no responsibility for maintaining a Participant Register. This Section 12.1 shall be construed so that the Term Loans under any Loan Document are at all

times maintained in “registered form” within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the IRC, and any Treasury Regulations (and any successor provisions) promulgated thereunder, including, without limitation, Treasury

Regulations Sections 5f.103-1(c) and 1.871-14.

12.2 Indemnification. Borrower agrees to indemnify, defend and hold Collateral

Agent and the Lenders and their respective directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Collateral Agent or the Lenders (each, an “Indemnified Person”) harmless against:

(a) all obligations, demands, claims, and liabilities (collectively, “Claims”) asserted by any other party in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan

Documents; and (b) all losses or Lenders’ Expenses incurred, or paid by Indemnified Person in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents between Collateral

Agent, and/or the Lenders and Borrower (including reasonable and documented attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct. Borrower

hereby further indemnifies, defends and holds each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or

nature whatsoever (including the reasonable and documented fees and disbursements of counsel for such Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such

Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of Borrower, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and

any commission, fee or compensation claimed by any broker (other than any broker retained by Collateral Agent or Lenders) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted

against such Indemnified Person as a result of or in connection with the transactions contemplated hereby and the use or intended use of the proceeds of the loan proceeds except for liabilities, obligations, losses, damages, penalties, actions,

judgments, suits, claims, costs, expenses and disbursements directly caused by such Indemnified Person’s gross negligence or willful misconduct.

12.3 Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement.

12.4 Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the

enforceability of any provision.

12.5 Correction of Loan Documents. Collateral Agent and the Lenders may correct patent errors and

fill in any blanks in this Agreement and the other Loan Documents consistent with the agreement of the parties.

12.6 Amendments

in Writing; Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its

Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided that:

(i) no such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan

Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent;

(ii) no such

amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral Agent’s written consent or signature;

(iii) no such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the

principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or

waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for any termination of any commitment); (C) change the definition of the

term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material portion of the Collateral, authorize Borrower to

sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except, in each case with respect to

this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any disposition permitted

hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this

Section 12.6; (F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document or release Borrower of its payment obligations under any Loan Document, except, in each case with

respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment

Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or

(I) amend any of the provisions of Section 12.10. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D),

(E), (F), (G) and (H) of the preceding sentence;

(iv) the provisions of the foregoing clauses (i), (ii) and (iii) are

subject to the provisions of any interlender or agency agreement among the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Loan Documents only in

the event of the unanimous agreement of all Lenders.

(b) Other than as expressly provided for in

Section 12.6(a)(i)-(iii), Collateral Agent may, if requested by the Required Lenders, from time to time designate covenants in this Agreement less restrictive by notification to a representative of

Borrower.

negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.

12.7 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate

counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

12.8

Survival. All covenants, representations and warranties made in this Agreement continue in full force and effect until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any

other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2 to indemnify each Lender and Collateral Agent, as well as the confidentiality provisions

in Section 12.9 below, shall survive until the statute of limitations with respect to such claim or cause of action shall have run.

12.9 Confidentiality. In handling any confidential information of Borrower, the Lenders and Collateral Agent shall exercise the

same degree of care that it exercises for their own proprietary information, but disclosure of information may be made: (a) subject to the terms and conditions of this Agreement, to the Lenders’ and Collateral Agent’s Subsidiaries

or Affiliates, or in connection with a Lender’s own financing or securitization transactions and upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; (b) to

prospective transferees (other than those identified in (a) above) or purchasers of any interest in the Credit Extensions (provided, however, the Lenders and Collateral Agent shall, except upon the occurrence and during the continuance of an

Event of Default, obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision or to similar confidentiality terms); (c) as required by law, regulation, subpoena, or other order; (d) to

Lenders’ or Collateral Agent’s regulators or as otherwise required in connection with an examination or audit; (e) as Collateral Agent reasonably considers appropriate in exercising remedies under the Loan Documents; and (f) to

third party service providers of the Lenders and/or Collateral Agent so long as such service providers have executed a confidentiality agreement with the Lenders and Collateral Agent with terms no less restrictive than those contained herein.

Confidential information does not include information that either: (i) is in the public domain or in the Lenders’ and/or Collateral Agent’s possession when disclosed to the Lenders and/or Collateral Agent, or becomes part of the

public domain after disclosure to the Lenders and/or Collateral Agent; or (ii) is disclosed to the Lenders and/or Collateral Agent by a third party, if the Lenders and/or Collateral Agent does not know that the third party is prohibited from

disclosing the information. Collateral Agent and the Lenders may use confidential information for any purpose, including, without limitation, for the development of client databases, reporting purposes, and market analysis. The provisions of the

immediately preceding sentence shall survive the termination of this Agreement. The agreements provided under this Section 12.9 supersede all prior agreements, understanding, representations, warranties, and negotiations between the parties

about the subject matter of this Section 12.9.

12.10 Public Announcement. Notwithstanding anything else herein to the

contrary, Borrower hereby agrees that Collateral Agent and each Lender may make a public announcement of the transactions contemplated by this Agreement, and may publicize the same on its company website, in marketing materials, newspapers and other

publications, and otherwise, and in connection therewith may use Borrower’s name, tradenames, logos, and any information related to the transactions to the extent such information is not confidential.

12.11 Right of Set Off. Borrower hereby grants to Collateral Agent and to each Lender, a lien, security interest and right of

set off as security for all Obligations to Collateral Agent and each Lender hereunder, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody,

safekeeping or control of Collateral Agent or the Lenders or any entity under the control of Collateral Agent or the Lenders (including a Collateral Agent affiliate) or in transit to any of them. At any time after the occurrence and during the

continuance of an Event of Default, without demand or notice, Collateral Agent or the Lenders may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy

of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH

RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

12.12

Cooperation of Borrower. If necessary, Borrower agrees to (i) execute any documents reasonably required to effectuate and acknowledge each assignment of a Term Loan Commitment or Term Loan to an assignee in accordance with

Section 12.1, (ii) make Borrower’s management available to meet with Collateral Agent and prospective participants and assignees of Term Loan Commitments or Credit Extensions (which meetings shall be conducted no more often than once

every twelve months unless an Event of Default has occurred and is continuing), and (iii) assist Collateral Agent or the Lenders in the preparation of information relating to the financial affairs of Borrower as any prospective participant or

assignee of a Term Loan Commitment or Term Loan reasonably may request; provided that, unless an Event of Default has occurred or is continuing, such assignee is not a direct competitor of Borrower. Subject to the provisions of Section 12.9,

Borrower authorizes each Lender to disclose to any prospective participant or assignee of a Term Loan Commitment, any and all information in such Lender’s possession concerning Borrower and its financial affairs which has been delivered to

such Lender by or on behalf of Borrower pursuant to this Agreement, or which has been delivered to such Lender by or on behalf of Borrower in connection with such Lender’s credit evaluation of Borrower prior to entering into this Agreement;

provided that, unless an Event of Default has occurred or is continuing, such prospective assignee is not a direct competitor of Borrower.

12.13 USA PATRIOT Act Notice. Collateral Agent hereby notifies Borrower and each of its Subsidiaries that pursuant to the

requirements of Anti-Money Laundering Laws, and Collateral Agent’s policies and practices related thereto, Collateral Agent is required to obtain, verify and record certain information and documentation

that identifies Borrower and each of its Subsidiaries, which information includes the name and address of Borrower and each of its Subsidiaries and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Money Laundering Laws.

13.

DEFINITIONS

13.1 Definitions. As used in this Agreement, the following terms have the following meanings:

“1-Month CME Term SOFR” is the

1-month CME Term SOFR reference rate as published by the CME Term SOFR Administrator on the CME Term SOFR Administrator’s Website.

“Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made,

and includes, without limitation, all accounts receivable and other sums owing to Borrower.

“Account Debtor” is any “account debtor” as defined in the

Code with such additions to such term as may hereafter be made.

“Affiliate” of any Person is a Person that owns or

controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited

liability company, that Person’s managers and members.

“Agreement” is defined in the preamble hereof.

“Amortization Date” is, (i) September 1, 2029, if the Second Draw Period Commencement Event does not occur, and

(ii) September 1, 2030, if the Second Draw Period Commencement Event occurs. Notwithstanding the foregoing, if the Second Draw Period Commencement Event occurs and the Fourth Draw Period Commencement Event also occurs, upon

Borrower’s election (which Borrower must make no later than thirty (30) days of the later of (i) the thirteenth month anniversary of the Effective Date and (ii) the occurrence of the Fourth Draw Period Commencement Event), the

Amortization Date will become September 1, 2031.

“Amortization Months” means the number of Payment Dates from and

including the Amortization Date and through and including the Maturity Date.

“Annual Projections” is defined in

Section 6.2(a).

“Anti-Terrorism Laws” are any laws relating to

terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC.

“Approved Fund” is any (a) Person, investment company, fund, securitization vehicle or conduit that is (or will be)

engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender,

or (iii) a Person (other than a natural person) or an Affiliate of a Person (other than a natural person) that administers or manages a Lender, or (b) any Person (other than a natural person) which temporarily warehouses loans, or provides

financing or securitizations, in each case, for any Lender or any entity described in the preceding clause (a).

“Approved

Lender” is defined in Section 12.1.

“Australian Sub” means Annexon Biosciences Australia Pty Ltd, an

Australian private limited company and wholly owned Subsidiary of Borrower.

“Basic Rate” is with respect to each Term

Loan, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to (a) the greater of (i) the 1-Month CME Term SOFR on the last Business Day of the month that

immediately precedes the month in which the interest will accrue and (ii) three percent (3.00%), plus (b) four and sixty-hundredths percent (4.60%). Notwithstanding the foregoing, (i) in no event shall the Basic Rate for any Term Loan

be less than seven and sixty hundredths percent (7.60%), and (ii) upon the occurrence of a Benchmark Transition Event, Collateral Agent may, in good faith and with reference to the margin above such interest rate in this definition, amend this

Agreement to replace the Benchmark with a replacement interest rate and replacement margin above such interest rate that results in a substantially similar interest rate floor and total rate in effect immediately prior to the effectiveness of such

replacement interest rate and replacement margin, and any such amendment shall become effective at 5:00 p.m. Eastern time on the third Business Day after Collateral Agent has notified Borrower of such amendment, and (iii) the Basic Rate for the

Term A Loan for the period from the Effective Date through and including July 31, 2026 shall be 8.25197%. Any determination, decision or election that may be made by Collateral Agent pursuant hereto will be conclusive and binding absent

manifest error and may be made in Collateral Agent’s sole discretion and without consent from any other party.

“Benchmark” is, initially, the

1-Month CME Term SOFR; provided, that if a Benchmark Transition Event has occurred with respect to the 1-Month CME Term SOFR or the then-current Benchmark, then

“Benchmark” means the applicable replacement rate that has replaced the immediately preceding benchmark rate pursuant to the defined term “Basic Rate”.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the

then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator for such Benchmark

announcing that such Person has ceased or will cease to provide such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such

Benchmark;

(b) a public statement or publication of information by the regulatory supervisor for the administrator for such Benchmark, the

U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or

resolution authority over the administrator for such Benchmark, which states that the administrator for such Benchmark has ceased or will cease to provide such Benchmark permanently or indefinitely, provided that, at the time of such statement or

publication, there is no successor administrator that will continue to provide such Benchmark; or

of information by the regulatory supervisor for the administrator for such Benchmark announcing that such Benchmark is no longer representative or in compliance with the International Organization of Securities Commissions Principles for Financial

Benchmarks.

“Blocked Person” is any Person: (a) listed in the annex to, or is otherwise subject to the

provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224,

(c) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or

supports “terrorism” as defined in Executive Order No. 13224, or (e) a Person that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other

similar list.

“Borrower” is defined in the preamble hereof.

“Borrower’s Books” are Borrower’s or any of its Subsidiaries’ books and records including ledgers,

federal, and state tax returns, records regarding Borrower’s or its Subsidiaries’ assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such

information.

“Business Day” is any day that is not a Saturday, Sunday or a day on which Collateral Agent is closed.

“Cash Equivalents” are (a) marketable direct obligations issued or unconditionally guaranteed by the United

States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its creation and having the highest rating from

either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., and (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in which any such certificate of

deposit is maintained is subject to a Control Agreement in favor of Collateral Agent. For the avoidance of doubt, the direct purchase by Borrower or any of its Subsidiaries of any Auction Rate Securities, or purchasing participations in, or entering

into any type of swap or other derivative transaction, or otherwise holding or engaging in any ownership interest in any type of Auction Rate Security by Borrower or any of its Subsidiaries shall be conclusively determined by the Lenders as an

ineligible Cash Equivalent, and any such transaction shall expressly violate each other provision of this Agreement governing Permitted Investments. Notwithstanding the foregoing, Cash Equivalents does not include and Borrower, and each of its

Subsidiaries, are prohibited from purchasing, purchasing participations in, entering into any type of swap or other equivalent derivative transaction, or otherwise holding or engaging in any ownership interest in any type of debt instrument,

including, without limitation, any corporate or municipal bonds with a long-term nominal maturity for which the interest rate is reset through a dutch auction and more commonly referred to as an auction

rate security (each, an “Auction Rate Security”).

“Cash Covenant Applicable Percentage” is:

(a) [**]% if the aggregate principal amount of Term Loans outstanding is less than or equal to Fifty Million Dollars ($50,000,000.00);

(b) If the aggregate principal amount of Term Loans outstanding is more than Fifty Million Dollars ($50,000,000.00):

(i) [**]%, if either the Second Draw Period Commencement Event or the Third Draw Period Commencement Event has occurred (but not both), and

the Fourth Draw Period Commencement Event has not occurred;

(ii) [**]%, if the Second Draw Period Commencement Event and the Third Draw

Period Commencement Event have each occurred but the Fourth Draw Period Commencement Event has not occurred; and

(iii) [**]%, if the

Second Draw Period Commencement Event, the Third Draw Period Commencement Event, and the Fourth Draw Period Commencement Event have each occurred; and

(i) If clinical development of Borrower’s product candidate Vonaprument for the treatment of Geographic Atrophy is halted or

discontinued or the clinical development of such product candidate is generally (any indication) halted or discontinued or such product candidate receives a Complete Response Letter from the U.S. Food and Drug Administration, the Cash Covenant

Applicable Percentage will automatically become (A) [**]% if the aggregate outstanding principal balance of the Term Loans is Seventy Five Millon Dollars ($75,000,000.00) or less, (B) such percentage that ensures that the difference between the

aggregate outstanding principal balance of the Term Loans minus the aggregate unrestricted balance of cash and Cash Equivalents is not greater than Fifty Million Dollars ($50,000,000.00) if the aggregate outstanding principal balance of the Term

Loans is more than Seventy Five Millon Dollars ($75,000,000.00) and less than One Hundred Million Dollars ($100,000,000.00), or (C) [**]% if the aggregate outstanding principal balance of the Term Loans is One Hundred Million Dollars

($100,000,000.00) or more, in either case through the Maturity Date; and

(ii) If (A) clinical development of Borrower’s

product candidate Vonaprument for the treatment of Geographic Atrophy is halted or discontinued, or the clinical development of such product candidate is generally (any indication) halted or discontinued, or such product candidate receives a

Complete Response Letter from the U.S. Food and Durg Administration, and (B) clinical development of Borrower’s product candidate Tanruprubart for the treatment of Guillain-Barré Syndrome is halted or discontinued, or the clinical

development of such product candidate is generally (any indication) halted or discontinued or such product candidate receives a Complete Response Letter from the U.S. Food and Durg Administration, then the Cash Covenant Applicable Percentage shall

automatically become [**]% through the Maturity Date.

“Cash Covenant Commencement Date” is (i) March 31,

2027, if the Equity Event does not occur, and (ii) September 30, 2027, if the Equity Event occurs.

“Cash Covenant

Springing Date” is the first date on which any of the events described in clause (c) of the definition of “Cash Covenant Applicable Percentage” occur.

“Claims” are defined in Section 12.2.

“CME Term SOFR Administrator” is CME Group Benchmark Administration Limited, as administrator of the forward-looking term

SOFR, or any successor administrator.

“CME Term SOFR Administrator’s Website” is the

website of the CME Group Benchmark Administrator at http://www.cmegroup.com, or any successor source.

“Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of

California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article

or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Collateral Agent’s Lien on any Collateral is

governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the

provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions.

“Collateral” is any and all properties, rights and assets of Borrower described on Exhibit A.

“Collateral Account” is any Deposit Account, Securities Account, or Commodity Account, or any other bank account

maintained by Borrower at any time other than Excluded Accounts.

“Collateral Agent” is, Oxford, not in its individual

capacity, but solely in its capacity as agent on behalf of and for the benefit of the Lenders.

“Commitment Percentage”

is set forth in Schedule 1.1, as amended from time to time.

“Commodity Account” is any

“commodity account” as defined in the Code with such additions to such term as may hereafter be made.

“Communication” is defined in Section 10.

“Compliance Certificate” is that certain certificate in the form attached hereto as Exhibit C.

“Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for

(a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that

Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement,

interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include

endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably

anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

“Control Agreement” is any control agreement entered into among the depository institution at which Borrower or any of its

Subsidiaries maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower or any of its Subsidiaries maintains a Securities Account or a Commodity Account, Borrower and such Subsidiary, and Collateral Agent

pursuant to which Collateral Agent obtains control (within the meaning of the Code) for the benefit of the Lenders over such Deposit Account, Securities Account, or Commodity Account.

“Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like protections in each

work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

“Credit Extension” is any Term Loan or any other extension of credit by Collateral Agent or Lenders for Borrower’s

benefit.

“Default Rate” is defined in Section 2.3(b).

“Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may

hereafter be made.

“Designated Deposit Account” is Borrower’s deposit account, account number ending in [**]

maintained with [**].

“Disbursement Letter” is that certain form attached hereto as

Exhibit B.

“Division” means, in reference to any Person which is an entity, the division of

such Person into two (2) or more separate Persons, with the dividing Person either continuing or terminating its existence as part of such division, including, without limitation, as contemplated under

Section 18-217 of the Delaware Limited Liability Company Act for limited liability companies formed under Delaware law, or any analogous action taken pursuant to any other applicable law with respect to

any corporation, limited liability company, partnership or other entity.

“Dollars,”

“dollars” and “$” each mean lawful money of the United States.

“Effective Date” is

defined in the preamble of this Agreement.

“Eligible Assignee” is (i) a Lender, (ii) an Affiliate of a

Lender, (iii) an Approved Fund and (iv) any commercial bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as

amended) and which extends credit or buys loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which either (A) has a rating of BBB or higher from

Standard & Poor’s Rating Group and a rating of Baa2 or higher from Moody’s Investors Service, Inc. at the date that it becomes a Lender or (B) has total assets in excess of Five Billion Dollars ($5,000,000,000.00), and in

each case of clauses (i) through (iv), which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided that notwithstanding the foregoing, “Eligible

Assignee” shall not include, unless an Event of Default has occurred and is continuing, (i) Borrower or any of Borrower’s Affiliates or Subsidiaries or (ii) a direct competitor of Borrower or a vulture hedge fund, each as

determined by Collateral Agent. Notwithstanding the foregoing, (x) in connection with assignments by a Lender due to a forced divestiture at the request of any regulatory agency, the restrictions set forth herein shall not apply and Eligible

Assignee shall mean any Person or party and (y) in connection with a Lender’s own financing or securitization transactions, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party providing

such financing or formed to undertake such securitization transaction and any transferee of such Person or party upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction;

provided that no such sale, transfer, pledge or assignment under this clause (y) shall release such Lender from any of its obligations hereunder or substitute any such Person or party for such Lender as a party hereto until Collateral Agent

shall have received and accepted an effective assignment agreement from such Person or party in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other

information regarding such Eligible Assignee as Collateral Agent reasonably shall require.

“Equipment” is all

“equipment” as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of

the foregoing.

“Equity Event” is the receipt by Borrower on or after the Effective Date and on or before

March 31, 2027 of unrestricted cash proceeds of not less than Two Hundred Million Dollars ($200,000,000.00) from the issuance and sale by Borrower of its equity securities.

“ERISA” is the Employee Retirement Income Security Act of 1974, as amended, and its regulations.

“Event of Default” is defined in Section 8.

“Excluded Account” means (a) deposit accounts exclusively used for

payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates, and

(b) cash collateral accounts holding exclusively cash collateral subject to a Permitted Lien and in such amounts as permitted to be subject to the applicable Permitted Lien.

“Excluded Foreign Subsidiary” means, any Subsidiary of Borrower, at any date of determination, (a) that is a

“controlled foreign corporation” as defined in Section 957 of the IRC, (b) that is a direct or indirect Subsidiary of a “controlled foreign corporation” as defined in Section 957 of the IRC, or

(c) substantially all of the assets of which are Shares in one or more “controlled foreign corporations” as defined in Section 957 of the IRC.

“Final Payment” is a payment (in addition to and not a substitution for the regular monthly payments of principal plus

accrued interest) due on the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d), equal to the original principal

amount of such Term Loan multiplied by the Final Payment Percentage, payable to Lenders in accordance with their respective Pro Rata Shares. For the avoidance of doubt, the calculation of any Final Payment shall not include the principal amount

prepaid in accordance with Section 2.2(d)(ii) if a Final Payment based on such principal amount so prepaid was made at the time of such prepayment.

“Final Payment Percentage” has the meaning given to it in the Side Letter Agreement.

“Foreign Subsidiary” is a Subsidiary that is not an entity organized under the laws of the United States or any territory

thereof.

“Fourth Draw Period” is the period commencing on the date on which Borrower achieves the Fourth Draw Period

Commencement Event and ending on the earlier of (i) the date that is ninety (90) days immediately following the achievement of the Fourth Draw Period Commencement Event, (ii) December 31, 2028 and (iii) the occurrence of an Event

of Default; provided, however, that the Fourth Draw Period shall not commence if on the date of the occurrence of the Fourth Draw Period Commencement Event an Event of Default has occurred and is continuing.

“Fourth Draw Period Commencement Event” is the occurrence of the following on or prior to December 31, 2028: receipt

by Borrower of the final approval from U.S. Food and Drug Administration for Borrower’s Biologics License Application for the use of Borrower’s product candidate Vonaprument in the treatment of Geographic Atrophy.

“Funding Date” is any date on which a Credit Extension is made to or on account of Borrower which shall be a Business Day.

“GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting

Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of

the accounting profession in the United States, which are applicable to the circumstances as of the date of determination.

“General Intangibles” are all “general intangibles” as defined in the Code in effect on the date hereof with

such additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or

unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented inventions, payment intangibles,

royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase or sell real or

personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of

insurance and rights to payment of any kind.

“Governmental Approval” is any consent, authorization, approval, order,

license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency,

authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“Guarantor” is any Person providing a Guaranty in

favor of Collateral Agent.

“Guaranty” is any guarantee of all or any part of the Obligations, as the same may from

time to time be amended, restated, modified or otherwise supplemented.

“Indebtedness” is (a) indebtedness for

borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital

lease obligations, and (d) Contingent Obligations.

“Indemnified Person” is defined in Section 12.2.

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other

bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Insolvent” means not Solvent.

“Intellectual Property” means all of Borrower’s or any Subsidiary’s right, title and interest in and to the

following:

(d) its Copyrights, Trademarks and Patents;

(e) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals;

(f) any and all source code;

(g) any and all design rights which may be available to Borrower;

(h) any and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the

obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above; and

(i)

all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents.

“Inventory” is all

“inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials,

work in process and finished products, including without limitation such inventory as is temporarily out of any Person’s custody or possession or in transit and including any returned goods and any documents of title representing any of the

above.

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other

securities), and any loan, advance or capital contribution to any Person.

“IP Agreement” is that

certain Intellectual Property Security Agreement entered into by and between Borrower and Collateral Agent dated as of the Effective Date, as such may be amended from time to time.

“IRC” means the Internal Revenue Code of 1986, as amended.

“Key Person” is each of Borrower’s (i) Chief Executive Officer, who is Douglas Love as of the Effective Date,

(ii) Chief Financial Officer, who is Jennifer Lew as of the Effective Date and (iii) Chief Science Officer, who is Rick Artis as of the Effective Date.

“Lender” is any one of the Lenders.

“Lenders” are the Persons identified on Schedule 1.1 hereto and each assignee that becomes a

party to this Agreement pursuant to Section 12.1.

“Lenders’ Expenses” are all reasonable and documented

audit fees and expenses, costs, and expenses (including reasonable and documented attorneys’ fees and expenses, as well as appraisal fees, fees incurred on account of lien searches, inspection fees, and filing fees) for preparing, amending,

negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred by Collateral Agent and/or the Lenders in connection

with the Loan Documents.

“Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest, or other

encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

“Loan

Documents” are, collectively, this Agreement, the Perfection Certificates, each Compliance Certificate, each Disbursement Letter, the IP Agreement, the Side Letter Agreement, the Post Closing Letter, any subordination agreements, any note,

or notes or guaranties executed by Borrower or any other Person, and any other present or future agreement entered into by Borrower, any Guarantor or any other Person for the benefit of the Lenders and Collateral Agent in connection with this

Agreement; all as amended, restated, or otherwise modified.

“Market Capitalization” means, for any given date of

determination, an amount equal to (a) the price of Borrower’s common equity securities as reported at the end of such Revenue Testing Date or actual reporting date per Sections 6.2(a)(i) and 6.2(b) (or, for any Revenue Testing Date or

actual reporting date that is not a Trading Day, the most recently ended Trading Day prior to such Revenue Testing Date or actual reporting date) multiplied by (b) the total number of issued and outstanding shares of Borrower’s common

equity securities (including pre-funded warrants) that are issued and outstanding on the date of the determination and listed on the Principal Stock Exchange, subject to appropriate adjustment for any stock

dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.

“Market Disruption Event” means any of the following events: (a) any suspension of, or limitation imposed on, trading

by the Principal Stock Exchange in shares of common equity securities of Borrower during any period or periods aggregating one hour or longer and whether by reason of movements in price exceeding limits permitted by the Principal Stock Exchange or

otherwise relating to the common equity securities of Borrower; or (b) the failure to open of the exchange or quotation system on which the common equity securities of Borrower are traded or the closure of such exchange or quotation system

prior to its respective scheduled closing time for the regular trading session on such day (without regard to after hours or other trading outside the regular trading session hours).

“Material Adverse Change” is (a) a material impairment in the perfection or priority of Collateral Agent’s Lien

in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations or condition (financial or otherwise)of Borrower or of Borrower and its Subsidiaries taken as a whole; or (c) a material

impairment of the prospect of repayment of any portion of the Obligations; provided that the occurrence of the following, individually, shall not, in and of itself, constitute a Material Adverse Change: (i) the delay or limitation or

qualification of approval of the FDA, or other regulatory agency, with respect to any proposed drug or other Borrower products, or (ii) any revisions to or termination of license arrangement maintained by Borrower, so long as the same does not

affect the ability of Borrower to perform or pay the Obligations in accordance with the terms of the Loan Documents.

“Maturity Date” is, for each Term Loan, (i) July 1, 2031, and

(ii) July 1, 2032, if the Amortization Date is September 1, 2031.

“Net Product Revenue” means, for any

period of determination, Borrower’s consolidated net product revenue (as determined in accordance with GAAP), including sales-based royalty revenue (regardless of whether such payments are included as product revenue as determined in

accordance with GAAP).

“Net Product Revenue Forecast” is Borrower’s quarterly projection of total Net

Product Revenue for not fewer than the first six (6) fiscal quarters following the projected first commercial launch in the US of (i) Tanruprubart for the treatment of Guillain-Barré Syndrome or (ii) Vonaprument for the

treatment of Geographic Atrophy.

“Obligations” are all of Borrower’s obligations to pay when due any debts,

principal, interest, Lenders’ Expenses, the Prepayment Fee, the Final Payment, and other amounts Borrower owes the Lenders now or later, in connection with, related to, following, or arising from, out of or under, this Agreement or, the other

Loan Documents, or otherwise, and including interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of Borrower assigned to the Lenders and/or Collateral Agent, and the performance of

Borrower’s duties under the Loan Documents.

“OFAC” is the U.S. Department of Treasury Office of Foreign Assets

Control.

“OFAC Lists” are, collectively, the Specially Designated Nationals and Blocked Persons List maintained by

OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable

Executive Orders.

“Operating Documents” are, for any Person, such Person’s formation documents, as certified by

the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in

current form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the

foregoing with all current amendments or modifications thereto.

“Patents” means all patents, patent applications and

like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“Payment Date” is the first (1st) calendar day of each calendar month,

commencing on September 1, 2026.

“Perfection Certificate” and “Perfection Certificates” is

defined in Section 5.1.

“Permitted Indebtedness” is:

(a) Borrower’s Indebtedness to the Lenders and Collateral Agent under this Agreement and the other Loan Documents;

(b) Indebtedness existing on the Effective Date and disclosed on the Perfection Certificate(s);

(d)

unsecured Indebtedness to trade creditors incurred in the ordinary course of business;

(e) Indebtedness consisting of capitalized lease

obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries to finance the acquisition, repair, improvement or construction of fixed or capital assets of such person, provided that (i) the aggregate

outstanding principal amount of all such Indebtedness does not exceed Five Hundred Thousand Dollars ($500,000.00) at any time and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the

property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair, improvement or construction is made);

(f) Indebtedness incurred as a result of endorsing negotiable instruments received in the

ordinary course of Borrower’s business;

(g) unsecured Indebtedness incurred in connection with Borrower’s credit cards with

other financial institutions in an aggregate principal amount not to exceed $500,000.00 (the “Permitted Credit Cards”);

(h) to the extent constituting Indebtedness, Permitted Investments;

(i) other unsecured Indebtedness not to exceed $500,000.00 in the aggregate outstanding at any time;

(j) Indebtedness consisting of letters of credit in an aggregate principal amount outstanding not to exceed $500,000.00 at any time (the

“Permitted Letters of Credit”);

(k) Indebtedness incurred as part of Permitted Royalty Financing;

(l) intercompany Indebtedness between or among the Borrower and its Subsidiaries, provided that such Indebtedness is unsecured and permitted

as a Permitted Investment;

(m) Indebtedness in respect of surety bonds and other indemnities and similar obligations up to an aggregate

principal amount not to exceed Five Hundred Thousand Dollars ($500,000.00) at any time outstanding;

(n) indemnity obligations and royalty

payments or sale milestones based on net sales incurred pursuant to any Permitted License or any in licensing or any collaboration, co-promotion or co-marketing

arrangement incurred in the ordinary course of business; and

(o) extensions,

refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (n) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose materially

more burdensome terms upon Borrower, or its Subsidiary, as the case may be.

“Permitted Investments” are:

(a) Investments disclosed on the Perfection Certificate(s) and existing on the Effective Date;

(b) (i) Investments consisting of cash and Cash Equivalents held in Borrower’s Collateral Accounts that are maintained in

accordance with Section 6.6 of this Agreement, and (ii) any other Investments permitted by Borrower’s investment policy, as amended from time to time, provided that such investment policy (and any such amendment thereto) has been

approved by the Borrower’s Board of Directors;

or collection or similar transactions in the ordinary course of Borrower;

(d) Investments consisting of (i) deposit accounts in

which Collateral Agent has a perfected security interest and (ii) Excluded Accounts;

(e) Investments in connection with Transfers

permitted by Section 7.1;

(f) Investments (i) by a Borrower or Guarantor in the Borrower or another Guarantor, and (ii) by

Borrower in one or more Subsidiaries that are neither Borrowers nor Guarantors not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate in any fiscal year;

(g) Investments consisting of (i) travel advances and employee relocation loans and

other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or

agreements approved by Borrower’s Board of Directors; not to exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate for (i) and (ii) in any fiscal year;

(h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in

settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;

(i)

Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (i) shall not apply to

Investments of Borrower in any Subsidiary;

(j) (i) non-cash Investments in joint ventures or

strategic alliances in the ordinary course of Borrower’s business consisting of the non-exclusive licensing of technology, the development of technology or the providing of technical support, and

(ii) cash Investments not to exceed Five Hundred Thousand Dollars ($500,000.00) in any fiscal year; and

(k) other Investments not

otherwise permitted by the foregoing not exceeding Five Hundred Thousand Dollars ($500,000.00) at any time.

“Permitted

Licenses” are (A) licenses of over-the-counter software that is commercially available to the public, and

(B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with

respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the

terms of which, on their face, do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign

or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent

and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal

transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of United States; and (iv) all upfront payments, royalties,

milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower or any of its Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement.

“Permitted Liens” are:

(a) Liens existing on the Effective Date and disclosed on the Perfection Certificates or arising under this Agreement and the other Loan

Documents;

(b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or

(ii) being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the IRC, and the Treasury Regulations adopted thereunder;

that (i) such liens exist prior to the acquisition of, or attach substantially simultaneous with, or within twenty (20) days after the, acquisition, lease, repair, improvement or construction of, such property financed or leased by such

Indebtedness and (ii) such liens do not extend to any property of Borrower other than the property (and proceeds thereof) acquired, leased or built, or the improvements or repairs, financed by such Indebtedness;

(d) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in

nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Fifty Thousand Dollars ($50,000.00), and which are not delinquent or remain payable without

penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

(e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions,

social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);

(f) Liens

incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the

principal amount of the indebtedness may not increase;

(g) leases or subleases of real property granted in the ordinary course of

Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other

than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit

granting Collateral Agent or any Lender a security interest therein;

(h) banker’s liens, rights of setoff and Liens in favor of

financial institutions incurred in the ordinary course of business arising in connection with Borrower’s deposit accounts or securities accounts held at such institutions solely to secure payment of fees and similar costs and expenses and

provided such accounts are maintained in compliance with Section 6.6(b) hereof;

(i) Liens arising from judgments, decrees or

attachments in circumstances not constituting an Event of Default under Section 8.4 or 8.7;

(j) Liens consisting of Permitted

Licenses;

(k) Liens granted to a third party providing Permitted Royalty Financing solely to the extent such Liens consist of

(i) Liens on Royalty Interest Collateral, and (ii) solely in connection with a synthetic royalty financing, a first priority Lien on the Royalty Interest Collateral and a second priority lien in all Intellectual Property and other assets

that are necessary and material to the research, development, production, manufacturing, commercialization, marketing and distribution of (and obtaining regulatory approvals for) the applicable Product; provided that, in the case of a synthetic

royalty financing or a true sale financing in which the third party providing Permitted Royalty Financing has requested a Lien, such Liens are subject to a customary intercreditor agreement between such third party and Collateral Agent, which

intercreditor agreement must be in such form and substance as are acceptable to the Collateral Agent in its sole discretion;

(l) Liens on segregated cash collateral accounts securing letters of credit permitted under “Permitted Indebtedness” for so long

as the aggregate amount of in such cash collateral accounts does not exceed the lesser of (x) 105% of the aggregate Indebtedness outstanding under the letters of credit permitted under Permitted Indebtedness, and (y) the Permitted Indebtedness

allowed to be incurred pursuant to Permitted Letters of Credit and under clause (b) of “Permitted Indebtedness”;

(m) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid on

or before the date they become due; provided, however, the aggregate amount secured by such Liens does not exceed One Hundred Thousand Dollars ($100,000.00) at any given time; and

(n) Other Liens not to exceed Five Hundred Thousand Dollars ($500,000.00) at any time outstanding.

“Permitted Royalty Financing” is one or more royalty interest

agreement(s) (including without limitation a royalty sale or a synthetic royalty financing) between Borrower and a third party for Borrower’s product candidates (i) Vonaprument for the treatment of Geographic Atrophy pursuant to which

Borrower would be entitled to payments of unrestricted cash in exchange for a promise to pay future royalties equal to and no greater than [**]% (such percentage shall be calculated in the aggregate inclusive of future royalties owed pursuant to

agreements in place on the Effective Date) of the Net Product Revenue received by Borrower from the sale of Vonaprument, and/or (ii) Tanruprubart for the treatment of Guillain-Barré Syndrome pursuant to which Borrower would be entitled

to payments of unrestricted cash in exchange for a promise to pay future royalties equal to and no greater than [**]% (such percentage shall be calculated in the aggregate inclusive of future royalties owed pursuant to agreements in place on the

Effective Date) of the Net Product Revenue received by Borrower from the sale of Tanruprubart; provided, the party providing such financing shall have entered into an intercreditor agreement with Collateral Agent and Lenders in such form and

substance as are acceptable to Collateral Agent and Lenders in their sole discretion.

“Post Closing Letter” is that

certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

“Person” is

any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or

government agency.

“Prepayment Fee” is, with respect to any Term Loan subject to prepayment prior to the Maturity

Date, whether by mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to:

(i) for a prepayment made on or after the Funding Date of such Term Loan through and including the first anniversary of the Funding Date of

such Term Loan, two percent (2.00%) (or one percent (1.00%), if such prepayment is being made because of the bona fide merger or acquisition of Borrower into or by an acquiring entity) of the of the principal amount of such Term Loan prepaid; and

(ii) for a prepayment made after the first anniversary of the Funding Date of such Term Loan and prior to the Maturity Date, one percent

(1.00%) of the principal amount of the Term Loans prepaid.

“Principal Stock Exchange” means The Nasdaq Stock Market

LLC or, if the common equity securities of Borrower are not listed on The Nasdaq Stock Market LLC, the principal national securities exchange or public quotation system on which the common equity securities of Borrower are then listed for trading or

quoted.

“Pro Rata Share” is, as of any date of determination, with respect to each Lender, a percentage (expressed as

a decimal, rounded to the ninth decimal place) determined by dividing the outstanding principal amount of Term Loans held by such Lender by the aggregate outstanding principal amount of all Term Loans.

“Qualified Cash” means the amount of Borrower’s unrestricted and unencumbered cash, Cash Equivalents and marketable

securities held in Collateral Accounts located in the United States which are subject to Control Agreements in favor of Collateral Agent.

“Recipient” means (a) the Collateral Agent, or (b) any Lender, as applicable.

“Registered Organization” is any “registered organization” as defined in the Code with such additions to such

term as may hereafter be made.

“Required Lenders” means (i) for so long as all of the Persons that are Lenders on

the Effective Date (each an “Original Lender”) have not assigned or transferred any of their interests in their Term Loan, Lenders holding one hundred percent (100%) of the aggregate outstanding principal balance of the Term Loan,

or (ii) at any time from and after any Original Lender has assigned or transferred any interest in its Term Loan, Lenders holding at least sixty six percent (66%) of the aggregate outstanding principal balance of the Term Loan and, in respect

of this clause (ii), (A) each Original Lender that has not assigned or transferred any portion of its Term Loan, (B) each assignee or transferee of an Original Lender’s interest in the Term Loan, but only to the extent that such assignee

or transferee is an Affiliate or Approved Fund of such Original Lender, and (C) any Person providing financing to any Person described in clauses (A) and (B) above; provided, however, that this clause (C) shall only apply upon the

occurrence of a default, event of default or similar occurrence with respect to such financing.

“Requirement of Law” is as to any Person, the organizational or governing

documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to

which such Person or any of its property is subject.

“Responsible Officer” is any of the President, Chief Executive

Officer, or Chief Financial Officer of Borrower acting alone.

“Revenue Testing Date” is the last date of each fiscal

quarter, beginning with the second full fiscal quarter after Borrower’s achievement of the first to occur of (i) the Third Draw Period Commencement Event or (ii) the Fourth Draw Period Commencement Event.

“Royalty Interest Collateral” is all of Borrower’s rights, title and interest in and to (i) the royalties,

rights to (or payments with respect to) the royalties or revenues sold, transferred, assigned or otherwise disposed of pursuant to a Permitted Royalty Financing, including the accounts, payment intangibles, instruments, chattel paper, check, money

and investment property (each, as defined in Article 9 of the Code) solely to the extent any of the foregoing evidence or constitute any such royalty payment, (ii) any accounts holding exclusively the foregoing amounts, and (iii) all

products and proceeds thereof, including cash proceeds and noncash proceeds (each, as defined in Article 9 of the Code).

“Second

Draw Period” is the period commencing on date on which the Borrower achieves the Second Draw Period Commencement Event and ending on the earlier of (i) the date that is ninety (90) days immediately following the achievement of

the Second Draw Period Commencement Event, (ii) September 30, 2027 and (iii) the occurrence of an Event of Default; provided, however, that the Second Draw Period shall not commence if on the date of the occurrence of the Second Draw

Period Commencement Event an Event of Default has occurred and is continuing.

“Second Draw Period Commencement Event”

is the occurrence of the following prior to September 30, 2027: receipt of positive data in the Phase 3 clinical trial of Borrower’s product candidate Vonaprument in Geographic Atrophy demonstrating (i) achievement of the primary

endpoint with statistical significance and (ii) a commercially viable product profile as determined by Lenders in their sole but reasonable discretion.

“Securities Account” is any “securities account” as defined in the Code with such additions to such term as may

hereafter be made.

“Shares” is one hundred percent (100%) of the issued and outstanding capital stock, membership

units or other securities owned or held of record by Borrower or Borrower’s Subsidiary, in any Subsidiary other than an Excluded Foreign Subsidiary and sixty-five percent (65%) of the issued and

outstanding capital stock, membership units or other securities owned or held of record by Borrower or its Subsidiary in any Excluded Foreign Subsidiary.

“Side Letter Agreement” is that certain letter agreement entered into by and amongst Lenders and Borrower, entered into as

of the Effective Date

“Solvent” is, with respect to any Person: the fair salable value of such Person’s

consolidated assets (including goodwill minus disposition costs) exceeds the fair value of such Person’s liabilities; such Person is not left with unreasonably small capital after the transactions in this Agreement; and such Person is able to

pay its debts (including trade debts) as they mature.

“Subordinated Debt” is indebtedness incurred by Borrower or any

of its Subsidiaries subordinated to all Indebtedness of Borrower and/or its Subsidiaries to the Lenders (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Collateral Agent and the Lenders

entered into between Collateral Agent, Borrower, and/or any of its Subsidiaries, and the other creditor), on terms acceptable to Collateral Agent and the Lenders.

“Subsidiary” is, with respect to any Person, any Person of which more

than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations) is owned or controlled, directly or indirectly, by such Person or through one or more intermediaries.

“Term Loan” is defined in Section 2.2(a)(v) hereof.

“Term A Loan” is defined in Section 2.2(a)(i) hereof.

“Term B Loan” is defined in Section 2.2(a)(ii) hereof.

“Term C Loan” is defined in Section 2.2(a)(iii) hereof.

“Term D Loan” is defined in Section 2.2(a)(iv) hereof.

“Term E Loan” is defined in Section 2.2(a)(v) hereof.

“Term Loan Commitment” is, for any Lender, the obligation of such Lender to make a Term Loan, up to the principal amount

shown on Schedule 1.1. “Term Loan Commitments” means the aggregate amount of such commitments of all Lenders.

“Third Draw Period” is the period commencing on the date on which Borrower achieves the Third Draw Period Commencement

Event and ending on the earlier of (i) the date that is ninety (90) days immediately following the achievement of the Third Draw Period Commencement Event, (ii) December 31, 2027 and (iii) the occurrence of an Event of Default;

provided, however, that the Third Draw Period shall not commence if on the date of the occurrence of the Third Draw Period Commencement Event an Event of Default has occurred and is continuing.

“Third Draw Period Commencement Event” is the occurrence of the following prior to December 31, 2027: receipt by

Borrower of the final approval from U.S. Food and Drug Administration for Borrower’s Biologics License Application for the use of Borrower’s product candidate Tanruprubart in the treatment of Guillain-Barré Syndrome.

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and

registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

“Trading Day” means any day on which (a) there is no Market Disruption Event and (b) the Principal Stock Exchange

is open for trading; provided that a “Trading Day” only includes those days that have a scheduled closing time of 4:00 p.m. (Eastern time) or the then standard closing time for regular trading on the relevant exchange or trading system.

“Transfer” is defined in Section 7.1.

[Balance of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as

of the Effective Date.

BORROWER:

ANNEXON, INC.

/s/ Jennifer Lew

Name:

Jennifer Lew

Title:

Executive Vice President and Chief Financial Officer

COLLATERAL AGENT AND LENDER:

OXFORD FINANCE LLC

/s/ Colette H. Featherly

Name:

Colette H. Featherly

Title:

Executive Vice President

LENDER:

OXFORD FINANCE CREDIT FUND IV LP

By: Oxford Finance Advisors, LLC, as manager

/s/ Colette H. Featherly

Name:

Colette H. Featherly

Title:

Executive Vice President

[Signature Page to Loan and Security Agreement]

EX-99.1

Filename: d113783dex991.htm · Sequence: 3

EX-99.1

Exhibit 99.1

Annexon Secures Strategic Credit Facility for up to $200 Million from Oxford Finance

Expands Financial Capacity as Vonaprument and Tanruprubart Programs Advance Toward Registration

BRISBANE, Calif., July 30, 2026 – Annexon, Inc. (Nasdaq: ANNX), a biopharmaceutical company advancing the next generation

platform of targeted immunotherapies for multiple neuroinflammatory diseases that impact nearly 10 million people worldwide, today announced that it has entered into a strategic credit facility agreement with Oxford Finance LLC (“Oxford

Finance”) for up to $200 million.

“This strategic facility enhances our financial and operational capabilities as we prepare for the

potential global commercialization of vonaprument and tanruprubart, which combined have the potential to reach millions of patients worldwide,” said Douglas Love, president and chief executive officer of Annexon. “Access to this non-dilutive capital further diversifies our capital structure, strengthens our balance sheet, and accelerates our near and long-term growth strategy.”

Kirk Andrews, Managing Director of Oxford Finance added, “Annexon is advancing a differentiated approach to complement-driven neuroinflammatory disease

with two programs approaching registration. We are pleased to provide a milestone-based financing facility that reflects our confidence in Annexon’s strategy, execution, and ability to advance vonaprument and tanruprubart through key

value-driving milestones in support of patients globally.”

Under the terms of the agreement, Annexon drew an initial $50 million at closing.

An additional $100 million will become available upon the company’s achievement of certain milestones related to its vonaprument and tanruprubart registrational programs, with the remaining $50 million available subject to lender

approval.

About Annexon

Annexon Biosciences

(Nasdaq: ANNX) is advancing the next generation platform of targeted immunotherapies for nearly 10 million people worldwide living with serious neuroinflammatory diseases. Our founding scientific approach focuses on C1q, the initiating molecule

of a potent inflammatory pathway that when misdirected can lead to tissue damage and loss of function in a host of diseases. Our targeted therapies are designed to stop classical complement-driven neuroinflammation at its source to provide

meaningful functional benefit and alter the course of disease. Annexon’s mission is to deliver game-changing therapies to patients so that they can live their best lives. To learn more visit annexonbio.com.

About Oxford Finance

Oxford Finance LLC is a specialty

finance firm providing senior secured loans to public and private companies operating in a variety of industries worldwide. For over 20 years, Oxford has delivered flexible financing solutions to over 750 companies, allowing borrowers to

maximize their equity by leveraging their assets. Since 2002, Oxford has originated more than $18 billion in loans. Oxford is headquartered in Alexandria, Virginia, with additional offices serving the greater San Diego, San Francisco,

Atlanta and New York City metropolitan areas. For more information, visit www.oxfordfinance.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,”

“contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,”

“plan,” “positioned,” “potential,” “predict,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions

of or indicate future events and future trends, or the negative of these terms or other comparable terminology. All statements other than statements of historical facts contained in this press release are forward-looking statements. These

forward-looking statements include but are not limited to the potential for the company to draw up to an additional $150 million under the credit facility; and continuing advancement of the company’s portfolio and the potential global

commercialization of vonaprument and tanruprubart. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated,

including, but not limited to, risks and uncertainties related to: the company’s history of net operating losses; the company’s ability to obtain necessary capital to fund its clinical programs; the potential for delays in the

company’s clinical trials; the potential for the company’s product candidates to not receive regulatory approval, including if the FDA and comparable foreign regulatory authorities determine that the company’s submission package is

not sufficient or require the company to provide additional data in patients that are not feasible to obtain; the early stages of clinical development of the company’s product candidates; the effects of public health crises on the

company’s clinical programs and business operations; the company’s ability to obtain regulatory approval of and successfully commercialize its product candidates; any undesirable side effects or other properties of the company’s

product candidates; the company’s reliance on third-party suppliers and manufacturers; the outcomes of any future collaboration agreements; and the company’s ability to adequately maintain intellectual property rights for its product

candidates. These and other risks are described in greater detail under the section titled “Risk Factors” contained in the company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and the company’s other filings with the Securities and Exchange Commission. Any forward-looking statements that the company makes in this press release are made pursuant to the Private Securities

Litigation Reform Act of 1995, as amended, and speak only as of the date of this press release. Except as required by law, the company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new

information, future events or otherwise.

Investor Contact:

Joyce Allaire

LifeSci Advisors

jallaire@lifesciadvisors.com

Media Contact:

Beth Keshishian

917-912-7195

beth@bethkeshishian.com

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