AMENDMENT 3 TO TERM LOAN AGREEMENT
THIS AMENDMENT 3 TO TERM LOAN AGREEMENT, dated as of April 4, 2019 (this Amendment) is made among BioDelivery Sciences International, Inc. (Borrower), the Subsidiary Guarantors, CRG Servicing LLC, as administrative agent and collateral agent (in such capacity, Administrative Agent) and the lenders listed on the signature pages hereof under the heading LENDERS (each, a Lender and, collectively, the Lenders), with respect to the Loan Agreement referred to below.
WHEREAS, Borrower, the Subsidiary Guarantors, Administrative Agent and the Lenders are parties to the Term Loan Agreement, dated as of February 21, 2017, with the Subsidiary Guarantors from time to time party thereto, as amended by (x) Amendment 1 to Term Loan Agreement, dated as of December 15, 2017 and (y) Amendment 2 to the Term Loan Agreement, dated as of May 16, 2018 (as the same has been amended, restated, supplemented or otherwise modified from time to time, collectively, the Loan Agreement);
WHEREAS, substantially concurrently with the execution of this Amendment, Borrower has entered into that certain Shionogi Exclusive License Agreement (as defined below), which is attached as Exhibit A hereto; and
WHEREAS, the parties hereto desire to amend the Loan Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:
SECTION 1. Definitions; Interpretation.
(a) Terms Defined in Loan Agreement. All capitalized terms used in this Amendment (including in the recitals hereof) and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.
(b) Interpretation. The rules of interpretation set forth in Section 1.03 of the Loan Agreement shall be applicable to this Amendment and are incorporated herein by this reference.
SECTION 2. Amendments to Loan Agreement. Subject to Section 4 of this Amendment, the Loan Agreement is hereby amended as follows:
2.1 Section 1.01 of the Loan Agreement is hereby amended by adding thereto in proper alphabetical order the following defined terms:
acceleration and Acceleration have the meanings set forth in