Second Amendment to Revenue Interest Financing Agreement, dated as of June 28, 2023, by and between Liquidia Technologies, Inc. and Healthcare Royalty Partners IV, L.P
Exhibit 10.19
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
SECOND AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENT
This SECOND AMENDMENT TO THE REVENUE INTEREST FINANCING AGREEMENT, dated as of June 28, 2023 (this “Amendment”), is entered into by and between Liquidia Technologies, Inc., a Delaware corporation (the “Company”), and Healthcare Royalty Partners IV, L.P., a Delaware limited liability partnership, as the sole Investor and Investor Representative under the Agreement (as defined below) (the “Investor Representative”), solely with respect to certain enumerated provisions in the Agreement described herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, the Parties entered into that certain Revenue Interest Financing Agreement, dated as of January 9, 2023 (as amended, modified, or supplemented prior to the date hereof, the “Agreement”); and
WHEREAS, the Parties desire to effect the amendments to the Agreement contemplated by this Amendment;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
“(b)the sum of Ten Million Dollars ($10,000,000) (the “Second Investment Amount”) on the Second Closing Date, subject to the satisfaction of the conditions set forth in Section 8.3 and the performance of the obligations set forth in Section 8.6(c), in immediately available funds, by wire transfer to an account designated in writing by the Company to the Investor Representative prior to the Second Closing Date;”
“(d)the sum of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) (the “Fourth Investment Amount”) on the Fourth Closing Date, subject to the satisfaction of the conditions set forth in in Section 8.5 and the performance of the obligations set forth in Section 8.6(e), in immediately available funds by wire transfer to an account designated in writing by the Company to the Investor Representative prior to the Fourth Closing Date.”
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IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first written above.
| THE COMPANY: LIQUIDIA TECHNOLOGIES, INC. By: /s/ Roger Jeffs Name: Roger Jeffs Title: CEO |
[Signature Page to Second Amendment to the Revenue Interest Financing Agreement]
| INVESTOR REPRESENTATIVE: HEALTHCARE ROYALTY PARTNERS IV, L.P. By: HealthCare Royalty GP IV, LLC, its general partner By:/s/ Clarke B. Futch_____________________________ Name: Clarke B. Futch Title: Chairman & CEO |
[Signature Page to Second Amendment to the Revenue Interest Financing Agreement]
Acknowledged and Agreed,
LIQUIDIA CORPORATION
By:/s/ Roger Jeffs
Name: Roger Jeffs
Title: CEO
LIQUIDIA PAH, LLC
By:/s/ Roger Jeffs
Name: Roger Jeffs
Title: CEO
[Signature Page to Second Amendment to the Revenue Interest Financing Agreement]
EXHIBIT A
APPLICABLE TIERED PERCENTAGES
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