First Amendment to Loan Agreement among Amicus Therapeutics, Inc., Wilmington Trust, and Lenders (April 2025)

Exhibit 10.1

FIRST AMENDMENT TO LOAN AGREEMENT

This FIRST AMENDMENT TO LOAN AGREEMENT, dated as of April 28, 2025 (this “Amendment”), is entered into among AMICUS THERAPEUTICS, INC., a Delaware corporation, as the Borrower (on its own behalf and on behalf of each other Credit Party), the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as the Agent.

RECITALS

WHEREAS, reference is made to the Loan Agreement, dated as of October 2, 2023 (as amended, restated, amended and restated, supplemented, waived, or otherwise modified prior to the effectiveness of this Amendment, the “Loan Agreement”), by and among the Borrower, the Lenders party thereto, the Agent, and Blackstone Alternative Credit Advisors LP and Blackstone Life Sciences Advisors L.L.C., collectively, as the Blackstone Representative;

WHEREAS, the Borrower intends to enter into that certain License Agreement, to be dated on or around April 30, 2025 (in the same form and substance as provided to the Blackstone Representative prior to the Effective Date (as defined below), the “Specified License Agreement”), by and between Dimerix Bioscience Pty Ltd, as licensor, and the Borrower, as licensee, pursuant to which the Borrower will obtain an exclusive license to the Licensed Compound (as defined in the Specified License Agreement) (such foregoing-described transaction, the “First Amendment Acquisition”);

WHEREAS, the Acquisition Consideration for the First Amendment Acquisition is in excess of $100,000,000;

WHEREAS, the upfront payment contemplated by Section 8.1 of the Specified License Agreement shall be funded with cash on hand as reflected on the balance sheet of Borrower; and

WHEREAS, in connection with the First Amendment Acquisition, the Borrower has requested that the Agent and the Required Lenders agree to amend certain provisions of the Loan Agreement, as more specifically set forth herein and, subject to the satisfaction of the terms and conditions set forth herein, the Agent and the Lenders party hereto (which Lenders constitute the Required Lenders) have agreed to consent to such amendment.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, and for other valuable consideration (the receipt and sufficiency of which is acknowledged by all patties hereto), the parties hereto hereby agree as follows:

Section 1.        Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Loan Agreement has the meaning assigned to such term in the Loan Agreement. The rules of construction and other interpretive provisions specified in Section 1 (Accounting and Other Terms) of the Loan Agreement apply to this Amendment, mutatis mutandis.

Section 2.        Amendments.

“First Amendment” means that certain First Amendment to Credit Agreement, dated as of April 28, 2025, by and among the Borrower, the Lenders party thereto, and the Agent.

“First Amendment Acquisition” has the meaning set forth in the First Amendment.

“Permitted Acquisition Aggregate Consideration Limit” has the meaning set forth in the definition of “Permitted Acquisition”.

“Specified License Agreement” has the meaning set forth in the First Amendment.

(h)       the total Acquisition Consideration paid for all Permitted Acquisitions shall not exceed $100,000,000 in the aggregate (such limit, the “Permitted Acquisition Aggregate Consideration Limit”); provided, that (i) any Acquisition Consideration which is (A) paid in the form of Qualified Equity Interests in Borrower, or (B) funded with the proceeds of Qualified Equity Interests in Borrower, in each case of the foregoing subclauses (A) and (B), issued after the date hereof (collectively, “Equity Funded Consideration”), and (ii) any Acquisition Consideration with respect to an Acquisition which has been approved by the Blackstone Representative, in each case of the foregoing subclauses (i) and (ii), shall not be subject to the Permitted Acquisition Aggregate Consideration Limit; provided, further that, (x) for the avoidance of doubt the First Amendment Acquisition shall constitute a “Permitted Acquisition”, (y) if the First Amendment Acquisition is consummated, the Permitted Acquisition Aggregate Consideration Limit shall be reduced to $70,000,000, and (z) (1) the upfront payment contemplated by Section 8.1 of the Specified License Agreement shall be funded with cash on hand as reflected on the balance sheet of Borrower and (2) any subsequent payments in respect of the First Amendment Acquisition (including, without limitation, any Regulatory Milestone Payments, any Sales Milestone Payments, and any Royalty Payments (each, as defined in the Specified License Agreement)) shall not be funded, directly or indirectly, with the proceeds of any additional Indebtedness provided or arranged by a Blackstone Entity (it being understood that this shall not prohibit the use of Permitted Indebtedness that is not provided or arranged by a Blackstone Entity).

(e)       Investments which are Permitted Acquisitions;

(b) Section 6.3(b) (Mergers, Acquisitions, Liquidations or Dissolutions) of the Loan Agreement is hereby amended and restated in its entirety as follows:

(b)       make, or permit any of its Subsidiaries to make, Acquisitions, other than Permitted Investments.

Section 3.        Conditions to Effectiveness. This Amendment shall become effective on the date and time (such date and time, the “Effective Date”) on which the Agent shall have received executed counterparts of this Amendment from the Agent, the Borrower and Lenders constituting the Required Lenders.

Section 4.        Effect of this Amendment; Reaffirmation. Except as expressly set forth herein, this Amendment shall not, by implication or otherwise, limit, impair, prejudice, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agent under, the Loan Agreement or under any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Loan Agreement or any other provision of the Loan Agreement or of any other Loan Document, all of which are hereby ratified and affirmed by the Borrower (on its own behalf and on behalf of each other Credit Party) in all respects and shall continue in full force and effect. On and as of the Effective Date, (i) this Amendment shall be a Loan Document and (ii) each reference in the Loan Agreement to “this Agreement”, “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference, and each reference in any other Loan Document to “the Loan Agreement”, “thereof”, “thereunder”, “therein” or “thereby” or any other similar reference to the Loan Agreement shall refer to the Loan Agreement as amended hereby.

Section 5.        CHOICE OF LAW, VENUE, AND JURY TRIAL WAIVER; COUNTERPARTS. The provisions of Section 10 (CHOICE OF LAW, VENUE, AND JURY TRIAL WAIVER) and Section 11.6 (Counterparts) of the Loan Agreement are incorporated herein by reference, mutatis mutandis.

Section 6.        Agent Direction. By its execution of this Amendment, each of the undersigned Lenders (which, collectively, constitute the Required Lenders) hereby authorizes and directs the Agent to execute and deliver this Amendment on the date hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

[Signature Page to First Amendment to Loan Agreement]

[Signature Page to First Amendment to Loan Agreement]

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