Loan Agreement, dated March 30, 2022, by and among R-Bridge Investment Four Pte. Ltd.,, as lender, and Trevena SPV2 LLC, as borrower

Exhibit 10.1

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CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

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LOAN AGREEMENT

dated as of March 30, 2022

by and between

R-Bridge Investment Four Pte. Ltd.,

as Lender,

and

TREVENA SPV2 LLC,

as Borrower

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Table of Contents

Page

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Table of Contents

(continued)

Page

Section 11.01Losses74

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Exhibits to the Disclosure Letter

Exhibit AForm of Assignment and Acceptance

Exhibit BForm of Fully Blocked Account Control Agreement

Exhibit CForm of Springing Blocked Account Control Agreement

Exhibit DForm of Contribution Agreement

Exhibit EForm of Intercompany License Agreement

Exhibit FForm of Revenue Interest Purchase Agreement

Exhibit G-1Form of Parent Guarantee

Exhibit G-2Form of TRVN SPV1 Guarantee

Exhibit H-1Form of Form of Parent Equity Contribution Agreement

Exhibit H-2Form of TRVN RC Equity Contribution Agreement

Exhibit I[Reserved]

Exhibit JForm of Security Agreement

Exhibit KForm of Stock Pledge Agreement

Exhibit L-1Form of Officer’s Certificate

Exhibit L-2Form of Second and Third Tranche Loan Officer’s Certificate

Exhibit MForm of Solvency Certificate

Exhibit NForm of Licensee Consent

Exhibit OForm of Licensee Instruction Letter

Exhibit PForm of Perfection Certificate

Exhibit QLicense Agreement

Exhibit RForm of Payment Date Distribution Report

Exhibit SForm of Warrant

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Schedules to the Disclosure Letter

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Schedule 7.01(a)Jurisdictions

Schedule 7.01(n)(i)Applicable Patents (Patents in the United States or the Territory owned or controlled by Parent, Borrower or Subsidiary including the Licensed Patents)

Schedule 7.01(n)(xxiv)Party infringement of issued Patents; notice to Third Party of issued

Patents.

Schedule 7.01(n)(xxvi)Copyrights, trademarks, trade secrets or net names material to

Exploitation of Licensed Product

Schedule 7.01(r)(ii)Amendments to License Agreement

Schedule 7.02(n)Material Contracts

Schedule 7.02(z)Indebtedness

Schedule 7.02(o)(vii)Contracts (other than the License Agreement) between Parent and

Licensee; Other Agreements

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This LOAN AGREEMENT (this “Agreement”) dated as of March 30, 2022, is entered into by and between R-Bridge Investment Four Pte. Ltd., a Singapore private company limited by shares, as lender (“Lender”), and Trevena SPV2 LLC, a Delaware limited liability company, as borrower (“Borrower”). Capitalized terms not otherwise defined herein shall have the meanings set forth in, or by reference in, Article I below.

RECITALS

WHEREAS, Borrower intends to acquire all of Parent’s right, title and interest in, to and under the Transferred Assets pursuant to that certain Contribution and Servicing Agreement, dated as of the Closing Date (the “Contribution Agreement”), by and between Parent and Borrower, in the form attached as Exhibit D to the Disclosure Letter, and, in connection therewith, to acquire a royalty-free, fully-paid license under certain intellectual property related to the Transferred Assets pursuant to that certain Intercompany License Agreement, dated as of the Closing Date (the “Intercompany License Agreement”), by and between Parent and Borrower, in the form attached as Exhibit E to the Disclosure Letter;

WHEREAS, pursuant to that certain Revenue Interest Purchase Agreement, dated as of the Closing Date (the “Revenue Interest Purchase Agreement”), by and between Parent and Borrower, in the form attached as Exhibit F to the Disclosure Letter, Borrower intends to acquire all of Parent’s right, title and interest in, to and under the Purchased Revenue Interest and the Purchased Additional Revenue Interest;

WHEREAS, in connection with the transactions contemplated by the Contribution Agreement and the Revenue Interest Purchase Agreement, Borrower has requested that Lender make term loans to Borrower in an aggregate principal amount of up to Forty Million Dollars ($40,000,000), the proceeds of which will be used by Borrower in accordance with Section 8.02; and

WHEREAS, in partial consideration therefor, Borrower shall issue the Warrant to Lender and provide the Lender with the Additional Royalty Right;

WHEREAS, Lender is willing to extend such credit to Borrower on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises of the Parties, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by the Parties as follows:

“Account Bank” means Pacific Western Bank or such other bank or financial institution approved by each of Lender and Borrower.

“Accreted Principal” has the meaning set forth in Section 3.01(c).

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“Additional Royalty Right” means the right to receive the amounts payable pursuant to clause (iii) of Section 4.04(a).

“Additional Royalty Right Payments” has the meaning set forth in Section 4.04(a)(iii)(2).

“Affiliate” means any Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with another Person.

“Agreement” has the meaning set forth in the preamble hereto.

“Anti-Corruption Laws” all laws, rules, and regulations concerning or relating to bribery or corruption, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“Applicable Law” means, with respect to any Person, all Laws, rules, regulations and orders of Governmental Authorities applicable to such Person or any of its properties or assets.

“Assignee” means any other Person to which a Lender has assigned or is assigning its rights and obligations hereunder, whether in whole or in part.

“Assignment and Acceptance” means a written instrument of assignment in the form attached as Exhibit A to the Disclosure Letter, executed by and between the parties to an assignment under Section 12.01 hereof.

“Assignment Relating to the Purchased Revenue Interest” means the Assignment and Assumption Agreement, dated as of the Closing Date, delivered by Parent to Borrower under the Revenue Interest Purchase Agreement with respect to the Purchased Revenue Interest and the Purchased Additional Revenue Interest.

“Assignment Relating to the Transferred Assets” means the Assignment and Assumption Agreement, dated as of the Closing Date, delivered by Parent to Borrower under the Contribution Agreement with respect to the Transferred Assets.

“Bankruptcy Law” means Title 11 of the United States Code entitled “Bankruptcy” and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions (domestic or foreign) from time to time in effect and affecting the rights of creditors generally.

“Blocked Account” means, collectively, any segregated deposit account established and maintained at the Account Bank pursuant to a Blocked Account Control Agreement, the Security Agreement and this Agreement.

“Blocked Account Control Agreement” means, collectively, any Fully Blocked Account Control Agreement and any Springing Blocked Account Control Agreement.

“Borrower” has the meaning set forth in the preamble hereto.

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“Borrower Account” that certain deposit account with account number ending in [***] established by Borrower at Account Bank, which shall be subject to the control of Lender pursuant to the Springing Blocked Account Control Agreement, and any successor Borrower Account entered into in accordance with Section 4.03.

“Borrower’s Organizational Documents” means the certificate of formation and limited liability company agreement (or similar documents) of Borrower or the functional equivalent of the foregoing.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to remain closed.

“Calendar Quarter” means, for the first calendar quarter, the period beginning on the Closing Date and ending on the last day of the calendar quarter in which the Closing Date falls, and thereafter each successive period of three (3) consecutive calendar months ending on March 31, June 30, September 30 or December 31.

“Capital Stock” of any Person means any and all shares, interests, memberships, ownership interest units, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, and including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, and including, if such Person is a limited liability company, membership interests and any other interest or participation that confers on a Person the right to receive an interest in the profits and losses of, or distributions of property of, such limited liability company, in each case whether outstanding on the date hereof or issued after the date hereof, but excluding any Indebtedness convertible into or exchangeable for such equity.

“Change of Control” means (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of (i) more [***] of the equity interests of Borrower or Parent entitled to vote for members of its board of directors on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) or (ii) [***] of the equity interests of Borrower or Parent entitled to vote for members of its board of directors on a fully diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right), or (b) that consummation of any transaction or series of related transactions that results in the sale, disposition or other transfer of all or substantially all of Parent’s business or assets.

“Change of Control Payment Date” has the meaning set forth in Section 3.03.

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“Change-Over Date” means the first Quarterly Payment Date to occur following the end of the first calendar quarter to commence after the date the Principal Amount of the Loan, together with any accrued interest, has been repaid in full, and Lender has no further obligations to extend either the Second Tranche Loan or the Third Tranche Loan.

“Chinese Regulatory Approval” means any and all approvals, licenses, registrations or authorizations of any Regulatory Agency (including NMPA) necessary for commercially distributing, selling, promoting, marketing and otherwise Commercializing the Licensed Product in the People’s Republic of China, including pricing and reimbursement approvals where reasonably necessary for the sale of Licensed Product.

“Closing Date” means the date hereof.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all of Borrower’s right, title and interest in, to and under, the following property, whether now owned or hereafter acquired and wherever located:

(a)the Transferred Assets (including, without limitation, the License Agreement (including the right to all payments in respect of the Royalty Interest from time to time)), the Contribution Agreement, and the Assignment Relating to the Transferred Assets;

(b)the Intercompany License Agreement;

(c)the Purchased Revenue Interest, the Revenue Interest Purchase Agreement and the Assignment Relating to the Purchased Revenue Interest;

(d)the Collection Account and all money and other property deposited or maintained in the Collection Account;

(e)all accounts, chattel paper, deposit accounts (and all money and other property deposited or maintained therein), documents, equipment, fixtures, general intangibles, goods, instruments (including intercompany promissory notes), inventory, investment property, letter-of-credit rights, letters of credit, commercial tort claims, money, and supporting obligations;

(f)all rights (contractual and otherwise and whether constituting accounts, contract rights, financial assets, cash, investment property or general intangibles) arising under, connected with or in any way related to the assets described in the foregoing clauses (a), (b), (c), (d) or (e) (including, without limitation, (i) the right to receive the Royalty Reports, (ii) the right to audit the records of the Licensee as described in Section 8.9 of the License Agreement and (iii) the right to make claims against the Licensee for breach of the License Agreement);

(g)all accessions, substitutions and replacements for, and all rents, profits and products of, any assets described in the foregoing clauses (a), (b), (c), (d), (e) or (f);

(h)all proceeds of any assets described in the foregoing clauses (a), (b), (c), (d), (e), (f) or (g);

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(i)all books and records related to any assets described in the foregoing clauses (a), (b), (c), (d), (e), (f), (g) or (h);

provided that in no event shall Collateral include any of the following: (i) any governmental licenses or state or local franchises, charters and authorizations to the extent and for so long as a security interest in any such license, franchise, charter or authorization is prohibited or restricted thereby (other than to the extent that such restriction or prohibition would be rendered ineffective pursuant to the anti-non assignment provisions of the UCC or other Applicable Law), (ii) any license or agreement (or rights thereunder) to the extent that and for so long as a grant of a security interest therein would violate or invalidate such license or agreement, result in a breach thereof or create a right of termination in favor of any other Person (other than an Affiliate of Borrower) party thereto (other than to the extent that such restriction or prohibition would be rendered ineffective pursuant to the anti-non assignment provisions of the UCC or other Applicable Law), or (iii) any intent to use trademarks; provided, further, that, for the avoidance of doubt, in no event shall the Collateral include any Excluded Asset (as defined in the Contribution Agreement) or rights related thereto; provided, further, that the term “Collateral” shall include all proceeds and products of any assets described in clauses (i), (ii) or (iii) of the immediately preceding proviso.

“Collection Account” that certain deposit account with account number ending in [***] established by Borrower at Account Bank, which shall be subject to the sole dominion and control of Lender pursuant to the Fully Blocked Account Control Agreement, and any successor Collection Account entered into in accordance with Section 4.03.

“Collection Amount” means, with respect to any Calendar Quarter, (a) all amounts in respect of the Royalty Interest received by Parent or Borrower during such Calendar Quarter and (b) the Purchased Revenue Interest Amount (as defined in the Revenue Interest Purchase Agreement) paid or payable by Parent to Borrower in respect of such Calendar Quarter in accordance with Section 4.01(n) of the Revenue Interest Purchase Agreement and any amounts paid or payable by Parent to Borrower in accordance with Section 4.10(p) of the Revenue Interest Purchase Agreement during such Calendar Quarter.

“Commercialization” means, on a country-by-country basis, any and all activities with respect to the distribution, marketing, detailing, promotion, selling and securing of reimbursement of a Licensed Product in such country, which shall include, as applicable, post-marketing approval studies, post-launch marketing, promoting, detailing, marketing research, distributing, customer service, selling a Licensed Product, importing, exporting or transporting a Licensed Product for sale, and regulatory compliance with respect to the foregoing. When used as a verb, “Commercialize” means to engage in Commercialization.

“Common Stock” has the meaning set forth in the Warrant.

“Confidential Information” means any and all technical and non-technical non-public information provided by either Party to the other (including, without limitation, any notices or other information provided pursuant to Section 8.08 and all information previously provided or made available in accordance with the Confidentiality Agreement), either directly or indirectly, whether in graphic, written, electronic or oral form, and marked or identified at the time of

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disclosure as confidential, or which by its context would reasonably be deemed to be confidential whether or not such information is marked as confidential, including without limitation information relating to a Party’s revenues, net sales, costs, technology, products and services, and any business, financial or customer information relating to a Party. Confidential Information shall not include any information that a Party can demonstrate was: (i) known to the general public at the time of its disclosure to such Party or its Affiliates, or thereafter became generally known to the general public, other than as a result of actions or omissions of the receiving Party or its Affiliates in violation of such Party’s obligations under Section 12.17; (ii) known by the receiving Party or its Affiliates prior to the date of disclosure by the disclosing Party; (iii) disclosed to the receiving Party or its Affiliates on an unrestricted basis from a source unrelated to the disclosing Party and not known by the receiving Party or its Affiliates to be under a duty of confidentiality to the disclosing Party; or (iv) independently developed by the receiving Party or its Affiliates by personnel that did not use the Confidential Information of the disclosing Party in connection with such development.

“Confidentiality Agreement” means that certain Mutual Nondisclosure Agreement by and between Parent and R-Bridge Healthcare Investment Advisory, Ltd., dated August 17, 2021.

“Contract” means any agreement, contract, lease, commitment, license and other arrangement that is legally binding.

“Contribution” means the sale, assignment, transfer, contribution and conveyance of the Transferred Assets pursuant to the Contribution Agreement.

“Contribution Agreement” has the meaning set forth in the recitals hereto.

“Contributor Event of Default” has the meaning set forth in the Contribution Agreement.

“Controlled Affiliate” with respect to any Person means any other Person directly or indirectly controlling, controlled by or under common control with, such Person. For the purposes of this Agreement, “control” (including, with correlative meaning, the terms “controlling” and “controlled”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Cut-Off Date” means, with respect to any Quarterly Payment Date, the fifth (5^th) Business Day preceding such Quarterly Payment Date.

“Default” means any condition or event which constitutes an Event of Default or which, with the giving of notice or the lapse of time or both (in each case to the extent described in the relevant subclauses of the definition of “Event of Default”) would, unless cured or waived, become an Event of Default.

“Default Rate” means, for any period for which an amount is overdue, a rate per annum equal for each day in such period to the lesser of (i) three percent (3.0%) plus the rate of interest otherwise applicable to the Loan as provided in Section 4.01 and the definition of “Fixed Interest” and (ii) the maximum rate of interest permitted under Applicable Law.

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“Deficiency Amount” has the meaning set forth in Section 3.01(c).

“Disclosure Letter” means the Confidential Disclosure Letter, dated as of the Closing Date, and delivered by Borrower and the Parent to the Lender.

“Dispute(s)” means any opposition, interference, reexamination, injunction, claim, suit, action, citation, summons, subpoena, hearing, inquiry, investigation (by the International Trade Commission or otherwise), complaint, arbitration, mediation, demand, decree or other dispute, disagreement, proceeding, claim or inter partes review (other than standard patent prosecution before a Patent Office).

“Disqualified Capital Stock” of any Person means any class of Capital Stock of such Person that, by its terms, or by the terms of any related agreement or of any security into which it is convertible, puttable or exchangeable, is, or upon the happening of any event (other than a Change of Control) or the passage of time would be, required to be redeemed by such Person, whether or not at the option of the holder thereof, or matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, in whole or in part, on or prior to the date which is ninety-one (91) days after the Loan Maturity Date; provided, however, that any class of Capital Stock of such Person that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Capital Stock that is not Disqualified Capital Stock, and that is not convertible, puttable or exchangeable for Disqualified Capital Stock or Indebtedness, will not be deemed to be Disqualified Capital Stock so long as such Person satisfies its obligations with respect thereto solely by the delivery of Capital Stock that is not Disqualified Capital Stock.

“Dollars” or “$” means lawful money of the United States of America.

“Equity Contribution Agreement” means, collectively, the Parent Equity Contribution Agreement and the TRVN RC Equity Contribution Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Event of Default” means the occurrence of one or more of the following:

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“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder.

“Excluded Taxes” shall mean, any of the following Taxes imposed on or with respect to, or required to be withheld or deducted from a payment by Licensee of the Royalty Interest: (i) Taxes imposed on or measured by net income or branch profits (however denominated, and including (for the avoidance of doubt) any backup withholding in respect thereof under Section 3406 of the Code or any similar provision of state, local or foreign law), and franchise (and similar) Taxes imposed, in each case, by a jurisdiction (including any political subdivision thereof) as a result of being organized in, having its principal office in, or, having permanent

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establishment or trade or business in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction, (ii) any Taxes withheld or deducted under Section 8.8(b) of the License Agreement pursuant to laws not in force at the date of this Agreement, (iii) any Taxes withheld or deducted under Section 8.8(b) of the License Agreement that are attributable to a failure by Borrower, TRVN SPV1 or Parent to provide appropriate tax forms to the payor under the License Agreement (including pursuant to Section 8.8(d) of the License Agreement) or gross negligence or willful misconduct (which, for avoidance of doubt, would include a failure to exercise the rights of Parent and Borrower under Section 8.8(c) of the License Agreement) and (iv) Tax imposed under FATCA.

“Exploit” means, with respect to the Licensed Product, the manufacture, use, sale, offer for sale (including marketing and promotion), importation, distribution or other Commercialization; and “Exploitation” shall have the correlative meaning.

“FATCA” shall mean 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 treasury regulations promulgated thereunder or official administrative interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

“FCPA” means the United States Foreign Corrupt Practices Act of 1977.

“FDA” means the United States Food and Drug Administration, or any successor agency thereto.

“Fee Letter” means that certain Fee Letter, dated as of the Closing Date, by and between Lender and Borrower.

“Financial Statements” means, the consolidated balance sheets of Parent, audited at December 31, 2020, December 31, 2019 and December 31, 2018 and the related consolidated statements of operations and comprehensive loss, cash flows and changes in stockholders’ equity of Parent audited for the years ended December 31, 2020, December 31, 2019 and December 31, 2018, and the accompanying notes thereto, in each case, as filed within Forms 10-K and 10-Q with the SEC.

“First Tranche Loan” has the meaning set forth in Section 2.01(a).

“First Tranche Loan Commitment” means the amount of Fifteen Million Dollars ($15,000,000).

“Fixed Interest” means interest with respect to the Loan, accruing with respect to the outstanding principal balance thereof at a rate per annum equal to seven percent (7.0%).

“Fixed Interest Amount” has the meaning set forth in Section 4.04(b)(i).

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“Fixed Interest Payment” has the meaning set forth in Section 4.04(b)(i).

“Fully Blocked Account Control Agreement” means any agreement entered into by the Account Bank, Borrower and Lender in the form attached as Exhibit B to the Disclosure Letter or otherwise in form and substance reasonably satisfactory to Lender, pursuant to which, among other things, Lender shall have sole dominion and control over the Blocked Account within the meaning of Section 9-104 of the UCC.

“GAAP” means the generally accepted accounting principles in the United States of America in effect from time to time; provided that if there occurs after the Closing Date any change in GAAP that affects in any respect the calculation of any payment or other amount described or referenced herein or in any other Loan Document (including, without limitation, the Royalty Interest and the Purchased Revenue Interest), Borrower and Lender shall negotiate in good faith to amend the provisions hereof or thereof that relate to the calculation of such payment or other amount with the intent of having the respective positions of Parent, TRVN SPV1, Borrower and Lender after such change in GAAP conform as nearly as possible to their respective positions as of the Closing Date, and, until any such amendments have been agreed upon, such payments and other amounts shall be calculated as if no such change in GAAP has occurred.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government.

“Guarantee” means, as to any Person: (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “Primary Obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part); or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person.

“Guarantee Agreement” means, collectively, the Parent Guarantee and the TRVN SPV1 Guarantee.

“Indebtedness” with respect to any Person means (i) all indebtedness pursuant to an agreement or instrument involving or evidencing money borrowed, the advance of credit, a conditional sale or a transfer with recourse or with an obligation to repurchase (but excluding trade credit and accounts payable in the ordinary course of business), (ii) all obligations of such

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Person evidenced by notes, bonds, debentures or other similar instruments (iii) all capitalized lease obligations, (iv) all obligations with respect to Disqualified Capital Stock, (v) all indebtedness of a third party secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on assets owned or acquired by such Person, whether or not the indebtedness secured thereby has been assumed (but only to the extent of such Lien), (vi) net amounts owing pursuant to an interest rate protection agreement, foreign currency exchange agreement or other hedging arrangement, (vii) all reimbursement obligations under letters of credit issued for the account of such Person, and (viii) all Guarantees with respect to Indebtedness of the types specified in clauses (i) through (vii) above of another Person. For the avoidance of doubt, the Indebtedness of any Person shall include the Indebtedness of any other entity to the extent such Person is directly liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages, penalties, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened (in writing) by any Person whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and whether or not such Indemnitee is required by Applicable Law to be involved therein, and any fees or expenses actually incurred by Indemnitees in enforcing the indemnity provided herein), whether direct, indirect or consequential, whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations), on common law or equitable cause or on contract or otherwise, imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including any enforcement of any of the Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral)).

“Indemnitee” means each Lender and its Affiliates and their respective officers, partners, directors, trustees, employees, agents and controlling Persons.

“Independent Manager” means the Person identifed as such in the Independent Manager Engagement Letter.

“Independent Manager Engagement Letter” means that certain engagement letter, dated the Closing Date, by and between Corporation Service Company and Borrower.

“Insolvency Event” means the occurrence of any of the following with respect to any Transaction Party:

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“Intellectual Property” means all intellectual property covering the sale, manufacture, use, importation or marketing of the Products in the Territory or the United States, including but not limited to patents, patent applications, trademarks, trademark applications and know-how, necessary for the sale, manufacture, use, importation or marketing of the Products that are owned or controlled (and if controlled, only to the extent of control) by Parent or by Borrower (after giving effect to the Contribution under the Contribution Agreement) as of the Closing Date and during term of this Agreement, including, but not limited to the Licensed Technology.

“Intercompany License” has the meaning set forth in the Intercompany License Agreement.

“Intercompany License Agreement” has the meaning set forth in the recitals hereto.

“Interest Reserve Account” means [***].

“Interest Reserve Amount” means [***].

“Interest Reserve Release Date” means the [***].

“Knowledge” means, with respect to any Transaction Party, the actual knowledge, after due inquiry, of the Chief Executive Officer, Chief Financial Officer, Chief Commercial Officer, Chief Medical Officer, Chief Commercial Officer, Chief Business Officer, Chief Compliance Officer, and VP, Head of Legal of any Transaction Party, or to the extent such officer does not exist, the actual knowledge of another person with similar responsibility, regardless of title, of any Transaction Party, respectively, relating to a particular matter; provided, however, that a person charged with responsibility for the aspect of the business relevant or related to the matter at issue shall be deemed to have knowledge of a particular matter if, in the prudent exercise of

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his or her duties and responsibilities in the ordinary course of business, such person should have known of such matter.

“Law” means any federal, state, local or foreign law, including common law, and any regulation, rule, requirement, policy, judgment, order, writ, decree, ruling, award, approval, authorization, consent, license, waiver, variance, guideline or permit of, or any agreement with, any Governmental Authority.

“Lender” means Lender (as defined in the preamble hereto) and any Assignee under Section 12.01(b).

“Lender Account” means such account of Lender maintained at such banking institution as Lender may specify in its discretion from time to time in writing to Borrower at least five (5) Business Days prior to any Quarterly Payment Date or other date on which payments are to be made to Lender pursuant to the Loan Documents.

“Letter of Direction” means that certain Letter of Direction, by and between Lender and Borrower.

“License Agreement” means that certain License Agreement by and between Parent and Licensee, dated as of April 27, 2018, as amended by Amendment #1 to License Agreement dated as of November 6, 2020 and Amendment #2 to License Agreement dated as of March 29, 2022, and as may be further amended in accordance with this Agreement.

“Licensed Compound” has the meaning ascribed thereto in Section 1.48 of the License Agreement.

“Licensed Patents” has the meaning ascribed to “Trevena Patents” in Section 1.88 of the License Agreement.

“Licensed Product” has the meaning ascribed thereto in Section 1.49 of the License Agreement.

“Licensed Product FCS” means [***].

“Licensed Technology” has the meaning ascribed to “Trevena Technology” in Section 1.89 of the License Agreement.

“Licensee” means Jiangsu Nhwa Pharmaceutical Co. Ltd., or any successor thereof, as permitted pursuant to the terms of this Agreement and the License Agreement.

“Licensee Consent” means that certain consent letter in the form attached as Exhibit N to the Disclosure Letter.

“Licensee Instruction Letter” means that certain direction letter to Licensee in the form attached as Exhibit O to the Disclosure Letter.

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“Lien” means any mortgage or deed of trust, pledge, hypothecation, lien, charge, attachment, set-off, encumbrance or other security interest in the nature thereof (including any conditional sale agreement, equipment trust agreement or other title retention agreement, a lease with substantially the same economic effect as any such agreement or a transfer or other restriction) or other encumbrance, right or claim of any nature whatsoever.

“Loan” means the First Tranche Loan, the Second Tranche Loan, if made pursuant to Section 2.01(b), and the Third Tranche Loan, if made pursuant to Section 2.01(c).

“Loan Agreement Termination Date” means the date on which the Term (as defined in Section 1.79 of the License Agreement) expires; provided, that, in the event the License Agreement is terminated or cancelled by the Licensee and is replaced, or in the process of being replaced, by a New Arrangement in accordance with Section 8.17(b), then the Loan Agreement Termination Date shall mean the later of (i) the date that is one hundred eighty (180) days after the effective date of such termination or cancellation of the License Agreement (or such longer period as agreed to by the Lender), and (ii) date on which the counterparty to a New Arrangement is no longer obligated to pay royalties on sales of the Licensed Product in the Field (as defined in the License Agreement) in the Territory.

“Loan Commitment” means the First Tranche Loan Commitment, the Second Tranche Loan Commitment and the Third Tranche Loan Commitment.

“Loan Maturity Date” means the earlier of (1) fifteen (15) years from the Closing Date, or (2) the Loan Agreement Termination Date.

“Loan Documents” means this Agreement, any Note, the Fee Letter, the Warrant, the TRVN SPV1 Gaurantee, the Parent Guarantee (prior to the earlier of the Chinese Regulatory Approval and the Change-Over Date), the Security Agreement, the Stock Pledge Agreement, the Contribution Agreement, the Intercompany License Agreement, the Revenue Interest Purchase Agreement, the Letter of Direction, the Assignment Relating to the Transferred Assets, the Assignment Relating to the Purchased Revenue Interest, each Blocked Account Control Agreement, the Licensee Consent, the Licensee Instruction Letter, and, in each case, all other documents delivered in connection therewith.

“Manufacturing Option” has the meaning ascribed thereto in Section 1.54 of the License Agreement.

“Material Adverse Effect” means (a) an Insolvency Event, (b) a material adverse change in the business, operations, properties, results of operations or financial condition of Borrower, (c) a material adverse effect on the validity or enforceability of any Loan Document taken as a whole or of any material provision hereof or thereof, (d) a material adverse effect on any Transaction Party to consummate the transactions contemplated by the Loan Documents, or on the ability of a Transaction Party to perform its obligations under the Loan Documents to which it is a party, (e) a material adverse effect on the rights or remedies of Lender under any of the Loan Documents, (f) a material adverse effect on the rights of Borrower under, or the right or ability of Borrower to perform its obligations under, the License Agreement, with respect to the Royalty Interest, (g) a material adverse effect on the validity or enforceability of any of the

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Licensed Patents, (h) an adverse effect in any respect on the timing, amount or duration, taken as a whole, of the Royalty Interest or the right of Lender to receive payments based on the Royalty Interest, other than any de minimis effect, or (g) an adverse effect in any respect on the timing, amount or duration, taken as a whole, of the Purchased Revenue Interest or the right of Lender to receive payments based on the Purchased Revenue Interest, other than any de minimis effect.

“Material Contract” means, collectively: (a) any Specified Material Contract; (b) the License Agreement; (c) each of the Transferred Contracts (as defined in the Contribution Agreement); (d) any Contract to any Transaction Party or any of its Subsidiaries is a party or any of the respective assets or properties of such Transaction Party or any of its Subsidiaries are bound or committed (other than the Loan Documents) and for which any breach, violation, nonperformance or early cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (e) until the termination of the Parent Guarantee, any Contract to which any Transaction Party or any of its Subsidiaries (other than Borrower) is a party or any of the respective assets or properties of Borrower, Parent or such Subsidiary are bound or committed (other than the Loan Documents) and, as of the date of determination as to whether such Contract is a Material Contract, required to be filed as an exhibit to any report, schedule, registration statement or definitive proxy statement filed or required to be filed by the Parent with the SEC (other than, without limiting clause (d), any document required to be filed pursuant to Item 601(b)(10)(iii) of Regulation S-K). The Material Contracts as of the date hereof are identified on Schedule 7.02(n) to the Disclosure Letter.

“Material Contract Counterparty” means a counterparty to any Material Contract.

“Maximum Lawful Rate” means the highest rate of interest permissible under Applicable Law.

“Net Sales” has the meaning set forth in Section 1.55 of the License Agreement.

“New Arrangement” has the meaning set forth in Section 8.17(b).

“NMPA” means the National Medicines Products Administration of China (formerly known as the China Food and Drug Administration), or any successor agency thereto.

“Non-U.S. Lender” means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Note” has the meaning set forth in Section 12.09.

“Notices” means, collectively, notices, consents, approvals, reports, designations, requests, waivers, elections and other communications.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, Borrower arising under any Loan Document or otherwise (other than with respect to the Warrant) with respect to the Loan and the Additional Royalty Right, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against Borrower or any Affiliate thereof of any proceeding under any

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Bankruptcy Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, Additional Royalty Right Payments, charges, expenses, fees, indemnities and other amounts payable by Borrower under any Loan Document (other than the Warrant) and (b) the obligation of Borrower to reimburse any amount in respect of any of the foregoing that Lender, in its sole discretion, may elect to pay or advance on behalf of Borrower.

“Organizational Document” means, with respect to any Person, (i) in the case of any corporation, the certificate of incorporation and by-laws (or similar documents) of such Person, (ii) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such Person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such Person, (iv) in the case of any general partnership, the partnership agreement (or similar document) of such Person, and (v) in any other case, the functional equivalent of the foregoing.

“Out-License” has the meaning set forth in the Revenue Interest Purchase Agreement.

“Parent” means Trevena, Inc., a Delaware corporation.

“Parent Equity Contribution Agreement” means that certain contribution agreement, by and among Parent, TRVN RC and TRVN SPV1, in the form attached as Exhibit H-1 hereto.

“Parent Event of Default” means a Contributor Event of Default or a Seller Event of Default.

“Parent Guarantee” means that certain Guarantee by and between Parent and Lender, in the form attached as Exhibit G-1 to the Disclosure Letter.

“Party” and “Parties” means Lender and Borrower, individually and collectively.

“Patent” means any and all issued patents and pending patent applications, including without limitation, all provisional applications, substitutions, continuations, continuations-in-part, divisions, and renewals, all letters patent granted thereon, and all patents-of-addition, reissues, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms (including regulatory extensions), claiming or covering a Product, or composition of matter, formulation, or methods of manufacture or use thereof.

“Patent Office” means the respective patent office (foreign or domestic) for any patent.

“Patent Rights” means, collectively, with respect to a Person, all patents issued or assigned to, and all patent applications and registrations made by, such Person, together with any and all (i) rights and privileges arising under Applicable Law with respect to such Person’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or

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future infringements thereof, and (v) rights to sue for past, present or future infringements thereof.

“Patriot Act” means the USA Patriot Act, Public Law No. 107-56.

“Payment Date Distribution Amount” has the meaning set forth in Section 4.04(a).

“Perfection Certificate” shall mean a certificate in the form of Exhibit P to the Disclosure Letter or any other form approved by Lender.

“Permitted Financing” means any licensing or financing transaction that occurs prior to [***] in which Parent obtains financing which neither Parent nor any of its Subsidiaries (whether direct or indirect) needs to repay, including an issuance by Parent of its equity securities (or securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly) equity securities of Parent, including, but not limited to, options and warrants). For the avoidance of doubt, the entry by Parent or any of its Subsidiaries, including Borrower, into any licensing transaction that constitutes a Permitted Financing shall be subject to the limitations, terms and conditions, if any, applicable to such licensing transaction that are contained in this Agreement and the other Loan Documents.

“Permitted Licensee” has the meaning set forth in the Revenue Interest Purchase Agreement.

“Permitted Licenses” has the meaning set forth in the Revenue Interest Purchase Agreement.

“Permitted Liens” means:

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“Person” means any natural person, firm, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or any other legal entity, including public bodies, whether acting in an individual, fiduciary or other capacity.

“Plan Assets” means assets of any (i) employee benefit plan (as defined in Section 3(3) of ERISA) subject to the fiduciary responsibility provisions of Title I of ERISA, (ii) plan (as defined in Section 4975(e)(1) of the Code) subject to Section 4975 of the Code or (iii) entity whose underlying assets include assets of any such employee benefit plan or plan by reason of the investment by an employee benefit plan or plan in such entity.

“Primary Obligor” is defined in the definition of Guarantee.

“Principal Amortization Amount” has the meaning set forth in Section 4.04(b)(iv).

“Principal Amortization Payment” has the meaning set forth in Section 4.04(b)(iv).

“Principal Amount” means, as of any date of determination, and without duplication, the amount equal to the sum of: (i) the original amount of the Loans, plus (ii) any Accreted Principal accrued as of such date, minus (iii) any payment in respect of principal as provided for in Section 3.01, 3.02 or 4.04.

“Proceeding” means an action or proceeding brought against a Party as a defendant, for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.

“Products” means, collectively, the Licensed Product and the Revenue Interest Product.

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“Purchased Additional Revenue Interest” has the meaning set forth in the Revenue Interest Purchase Agreement.

“Purchased Revenue Interest” has the meaning set forth in the Revenue Interest Purchase Agreement.

“Qualified Change of Control” means a Change of Control of Parent that occurs following Licensed Product FCS in which the acquiring entity is a Person that (a) is not affiliated with Parent or any of Parent’s Affiliates, (b) operates in the biopharmaceutical industry, (c) has at least one class of its securities traded on a U.S. national securities exchange, and (d) has a market capitalization, calculated as of the close of business on the trading day immediately prior to public announcement of entry by Parent into a definitive agreement for such Change of Control on a pro forma basis after giving effect to such Change of Control, of at least [***].

“Quarterly Fixed Interest Shortfall” has the meaning set forth in Section 4.04(a)(i).

“Quarterly Payment Date” means (a) with respect to the Calendar Quarters ending March 31, June 30 and September 30, the earlier of (i) the date that is five (5) Business Days following the filing of Parent’s quarterly report on Form 10-Q with the SEC for such Calendar Quarter and (ii) the date that is five (5) Business Days after the forty-fifth (45^th) calendar day following the end of such Calendar Quarter and (b) with respect to the Calendar Quarter ending December 31, the earlier of (i) the date that is five (5) Business Days following the filing of Parent’s annual report on Form 10-K with the SEC for the calendar year ending with such Calendar Quarter and (ii) the date that is five (5) Business Days after the seventy-fifth (75^th) calendar day following the end of such Calendar Quarter.

“Quarterly Report” has the meaning set forth in the Revenue Interest Purchase Agreement.

“Regulatory Agency” means a Governmental Authority with responsibility for the regulation of the research, development, marketing or sale of drugs or pharmaceuticals in any jurisdiction, including the FDA and the European Medicines Agency.

“Regulatory Change” means (i) the adoption after the date hereof of any Applicable Law, rule or regulation or any change therein after the date hereof, or (ii) any change after the date hereof in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, either generally or as effected through compliance with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency.

“Representative” means, with respect to any Person, directors, officers, employees, agents, co-investors, advisors, potential investors, underwriters, rating agencies, permitted assignees, sources of financing and trustees of such Person.

“Revenue Interest Net Sales” has the meaning ascribed to the term “Net Sales” in the Revenue Interest Purchase Agreement.

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“Revenue Interest Product” has the meaning set forth in the Revenue Interest Purchase Agreement.

“Revenue Interest Purchase Agreement” has the meaning set forth in the recitals hereto.

“Royalty Interest” means, collectively, (i) all payments (together with the right to receive such payments) payable to Parent (or, following the Closing Date, Borrower) under Section 8.4 of the License Agreement net of all Taxes actually withheld or deducted under Section 8.8(b) of the License Agreement other than Excluded Taxes, (ii) all payments payable to Parent (or, following the Closing Date, Borrower) under Section 8.10 of the License Agreement in respect of the payments set forth in clause (i) net of all Taxes actually withheld or deducted under Section 8.8(b) of the License Agreement other than Excluded Taxes, (iii) any payments, judgments, securities, consideration or any other remuneration of any kind payable to or received by Parent in respect of, or in substitution or compensation for, or otherwise in lieu of the payments set forth in clause (i) net of all Taxes actually withheld or deducted under Section 8.8(b) of the License Agreement, (iv) all proceeds resulting from any enforcement of Licensee’s obligations under the License Agreement other than Excluded Taxes related to the Royalty Interest, (v) the amount of any refund of Tax (other than an Excluded Tax) or a credit against Tax received or utilized by Borrower, TRVN SPV1 and/or Parent and attributable to any Taxes deducted from any payment pursuant to clauses (i)-(iv) of this definition; (vi) following any termination of the License Agreement and the entry by Borrower and/or Parent into any New Arrangement pursuant to Section 8.17, all royalty payments due, or otherwise receivable, pursuant to such New Arrangement in respect of sales of the Licensed Product in the Field (as defined in the License Agreement) in the Territory, as if the License Agreement were still in effect, and (vii) any amounts paid or payable to Parent, any Transaction Party and/or any other Subsidiaries of Parent in respect of the payments set forth in clauses (i), (ii), (iii) and (vi) pursuant to Section 365(n) of the United States Bankruptcy Code.

“Royalty Report” means, with respect to the relevant Calendar Quarter, the quarterly reports provided for under Section 8.5 of the License Agreement for the period thereunder corresponding to such quarter, together with relevant supporting documentation, to the extent prepared by Borrower or Parent or delivered to Borrower or Parent by Licensee.

“Sale” means the sale, assignment, transfer, contribution and conveyance of the Purchased Revenue Interest and the Purchased Additional Revenue Interest pursuant to the Revenue Interest Purchase Agreement.

“SEC” means the United States Securities and Exchange Commission.

“Second Tranche Loan Commitment” means the amount of Ten Million Dollars ($10,000,000).

“Security Agreement” means the Security Agreement, substantially in the form attached to the Disclosure Letter as Exhibit J to the Disclosure Letter, between Lender and Borrower, securing the Obligations of Borrower hereunder and the other Loan Documents, as supplemented by any amendments or supplements thereto.

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“Seller” has the meaning set forth in the Revenue Interest Purchase Agreement.

“Seller Event of Default” has the meaning set forth in the Revenue Interest Purchase Agreement.

“Senior Officer” means (i) in the case of Borrower, the President, Treasurer or Secretary of Borrower and (ii) in the case of Parent, the Chief Executive Officer or Chief Financial Officer.

“Servicing Fee” has the meaning set forth in the Contribution Agreement.

“Set-Off” means any right of set off, rescission, counterclaim, reduction, deduction or defense.

“Specified Material Contract” means the Contribution Agreement, the Equity Contribution Agreement, the Intercompany License Agreement, the Guarantee Agreement and the Revenue Interest Purchase Agreement.

“Springing Blocked Account Control Agreement” means any agreement entered into by the Account Bank, Borrower and Lender in the form attached to the Disclosure Letter as Exhibit C to the Disclosure Letter or otherwise in form and substance reasonably satisfactory to Lender, pursuant to which, among other things, Lender shall have control over the Blocked Account within the meaning of Section 9-104 of the UCC.

“Stock Pledge Agreement” means the Pledge and Security Agreement, dated as of the Closing Date, between TRVN SPV1 and Lender, in the form attached to the Disclosure Letter as Exhibit K to the Disclosure Letter, pursuant to which TRVN SPV1 has pledged the Capital Stock of Borrower to Lender.

“Subsidiary” means, with respect to any Person, at any time, any entity of which more than fifty percent (50%) of the outstanding voting stock or other equity interest entitled ordinarily to vote in the election of the directors or other governing body (however designated) is at the time beneficially owned or controlled directly or indirectly by such Person, by one or more such entities or by such Person and one or more such entities.

“Surviving Person” means, with respect to any Person involved in or that makes any disposition, the Person formed by or surviving such disposition or the Person to which such disposition is made.

“Tax Return” means any report, return, form (including elections, declarations, statements, amendments, claims for refund, schedules, information returns or attachments thereto) or other information supplied or required to be supplied to a Governmental Authority with respect to Taxes.

“Taxes” means all present and future taxes, levies, duties, imposts, deductions, charges, fees or withholdings (including backup withholdings), and all interest, penalties and additions to tax with respect thereto, that are imposed by any Governmental Authority.

“Territory” has the meaning set forth in Section 1.81 of the License Agreement.

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“Third Party” means any Person other than Borrower or its Affiliates.

“Third Tranche Loan” has the meaning set forth in Section 2.01(c).

“Third Tranche Loan Commitment” means the amount of Fifteen Million Dollars ($15,000,000).

“Tranche 2 Trigger” means [***].

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“Tranche 3 Trigger” means the achievement of Licensed Product FCS.

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“Transaction Documents” means the Loan Documents, TRVN RC’s Organizational Documents, TRVN SPV1’s Organizational Documents and Borrower’s Organizational Documents.

“Transaction Parties” means, collectively, Parent, TRVN RC, TRVN SPV1, and Borrower.

“Transactions” means, collectively, (a) the borrowing of the Loan hereunder on the Closing Date, (b) the purchase and sale of the Transferred Assets in accordance with the Contribution Agreement, (c) the purchase and sale of the exclusive license in accordance with the Intercompany License Agreement, (d) the purchase and sale of the Purchased Revenue Interest in accordance with the Revenue Interest Purchase Agreement, (e) the transactions contemplated by the Equity Contribution Agreement, (f) the transactions contemplated by the Guarantee Agreement, and (g) the payment of fees, costs and expenses incurred by Borrower in connection with the foregoing.

“Transferred Assets” has the meaning set forth in the Contribution Agreement.

“TRVN RC” means Trevena Royalty Corporation, a Delaware corporation.

“TRVN RC Equity Contribution Agreement” that certain contribution agreement, by and among TRVN RC and TRVN SPV1, in the form attached as Exhibit H-2 hereto.

“TRVN SPV1” means Trevena SPV1 LLC, a Delaware limited liability company.

“TRVN SPV1 Guarantee” means that certain Guarantee by and between TRVN SPV1 and Lender, in the form attached as Exhibit G-2 to the Disclosure Letter.

“TRVN SPV1’s Organizational Documents” means the certificate of formation and limited liability company agreement (or similar documents) of TRVN SPV1 or the functional equivalent of the foregoing.

“U.S.” means the United States of America.

“U.S. Lender” means any Lender which is a “United States person” within the meaning of Section 7701(a)(30) of the Code.

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“UCC” means the Uniform Commercial Code as in effect from time to time in New York; provided, that, if, with respect to any financing statement or by reason of any provisions of Applicable Law, the perfection or the effect of perfection or non-perfection of the security interest or any portion thereof granted pursuant to the Loan Documents is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of this Agreement and any financing statement relating to such perfection or effect of perfection or non-perfection.

“Valid Claim” means (a) a claim of an issued and unexpired patent included within the Licensed Patents with regard to the Licensed Product in the Territory that has not been permanently revoked or held unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, which decision is not appealable or is not appealed within the time allowed for appeal, and has not been abandoned, disclaimed or admitted to be invalid or unenforceable through reissue, disclaimer or otherwise or (b) a bona fide claim of a pending patent application included within the Licensed Patents in the Territory that has not been (i) cancelled, withdrawn or abandoned without being refiled in another application in the applicable jurisdiction or (ii) finally rejected by an administrative agency action from which no appeal can be taken or that has not been appealed within the time allowed for appeal.

“Warrant” means the warrant, in substantially the form attached to the Disclosure Letter as Exhibit S to the Disclosure Letter, to be issued and sold by Parent to Lender, to acquire up to Five Million (5,000,000) shares of Parent Common Stock at an exercise price of $0.82 per share.

“Warrant Shares” means the shares of Parent Common Stock issuable upon exercise of, or otherwise pursuant to, the Warrant.

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and the result of any of the foregoing shall be to reduce the rate of return on the capital of Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy) by an amount deemed by Lender to be material, then from time to time, on the first Quarterly Payment Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a description of the computation of such demand), Borrower shall pay directly to Lender such additional amount or amounts as will compensate Lender for such reduction.  Lender will take such actions reasonably requested by Borrower, at the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures.  In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a).  Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender pursuant to this Section 3.04 for any amounts under this Section 3.04 incurred more than one hundred and eighty (180) days prior to the date that Lender notifies Borrower of such amount and of Lender’s intention to claim compensation therefor. No payment made in accordance with this Section 3.04 shall result in the termination of this Agreement or modify Borrower’s obligation to make payments of the Principal Amount, accrued and unpaid Fixed Interest thereof, or Additional Royalty Right Payments.

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event within ten (10) Business Days following the payment affected by such Set-Off) make a true-up payment to the Collection Account such that the full amount of the Royalty Interest payment that would have been payable had such Set-Off not occurred has been paid into the Collection Account.

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881(c)(3)(A) of the Code, not a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, and not a “controlled foreign corporation” related to Borrower as described in Section 881(c)(3)(C) of the Code (such certificate, a “PIE Certificate”) and (y) an executed IRS Form W-8BEN or IRS Form W-8BEN-E. To the extent a Non-U.S. Lender is not the beneficial owner, the Lender will provide executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or W-8BEN-E, IRS Form W-8EXP, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Non-U.S. Lender is a partnership and one or more direct or indirect partners of such Non-U.S. Lender are claiming the portfolio interest exemption, such Non-U.S. Lender may provide a PIE Certificate on behalf of each such direct and indirect partner. Lender agrees that they will provide the tax documentation set forth in this Section 5.02 to the Borrower on or prior to the date on which Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower). Further, Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower in writing of its legal inability to do so. If Borrower is required to deduct or withhold Taxes on any payment under the Loan, such payment will be grossed up by Borrower for the amount deducted such that the Lender receives an amount equal to the amount it would have received had no withholding or deduction been made.

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Borrower covenants and agrees with Lender that, until the Loan Agreement Termination Date:

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pursuant to the Contribution Agreement, (b) to purchase and acquire the Intercompany License, free and clear of all Liens, from Parent, pursuant to the Intercompany License Agreement, (c) to purchase and acquire the Purchased Revenue Interest and the Purchased Additional Revenue Interest, free and clear of all Liens, from Parent, pursuant to the Revenue Interest Purchase Agreement, and (d) to pay any fees, costs and expenses incurred in connection with the Transactions to the extent due and payable on the Closing Date.

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(b) Collateral which is in-transit or in the possession of employees, and (c) Collateral which is out for repair or processing.

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Borrower covenants and agrees with Lender that, until the Loan Agreement Termination Date:

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remedies), including enforcement of the security interests created thereby, (b) declare the Loan, all interest thereon and all other Obligations to be immediately due and payable, whereupon the Obligations shall become immediately due and payable, all without diligence, presentment, demand of payment, protest or further notice of any kind, which are expressly waived by Borrower, and (c) declare the obligations of Lender hereunder to be terminated, whereupon such obligations shall terminate; provided, however, that if any event of any kind referred to in clause (i) of the definition of “Event of Default” herein occurs, the obligations of Lender hereunder shall automatically and immediately terminate, all amounts payable hereunder by Borrower shall automatically and immediately become due and payable and Lender shall be entitled to exercise rights and remedies under the Loan Documents and Applicable Law without diligence, presentment, demand of payment, protest or notice of any kind (including any notice by Lender of a declaration requiring prepayment of the Loan under Section 3.02(a), should Lender so elect), all of which are hereby expressly waived by Borrower. Each Notice delivered pursuant to this Section 10.02 shall be effective when sent.

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proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys at any time for Lender, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or proceeding. Borrower shall not consent to the terms of any compromise or settlement of any action defended by Borrower in accordance with the foregoing without the prior written consent of Lender unless such compromise or settlement (x) includes an unconditional release of Lender from all liability arising out of such action and (y) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of Lender. Borrower shall not be required to indemnify Lender for any amount paid or payable by Lender in the settlement of any action, proceeding or investigation without the written consent of Borrower, which consent shall not be unreasonably withheld, conditioned or delayed.

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Trevena SPV2 LLC

955 Chesterbrook Blvd

Suite 110

Chesterbrook, PA 19087
Attention: Barry Shin; Joel Solomon
Email: ***@***; ***@***

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

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Troutman Pepper Hamilton Sanders LLP

Two Logan Square,

Eighteenth and​ Arch Streets,

Philadelphia, PA 19103​​
Attention: Brian Katz; Charles Charpentier; Timothy Atkins
Email: ***@***; ***@***; ***@***

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R-Bridge Investment Four Pte. Ltd.

[***]

Attention: Peng Fu; Oak Ma

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Email: [***]

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

Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
Attention: Arthur McGivern; Wendy Pan; Chris Steinroeder
E-mail: ***@***; ***@***; ***@***

Any Party may change its address for the receipt of Notices at any time by giving Notice thereof to the other Party. Except as otherwise provided herein, any Notice authorized or required to be given by this Agreement shall be effective when received.

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holder’s own agreement of indemnity shall be deemed to be satisfactory) or (b) in the case of mutilation, upon surrender to Borrower of any mutilated Note, Borrower shall execute and deliver in lieu thereof a new Note, dated the Closing Date, in the same Principal Amount.

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and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in portable document format (PDF) shall be effective as delivery of a manually executed original counterpart of this Agreement. The words “execute”, “execution”, “signed”, “signature” and words of like import in this Agreement or in any related document to be signed in connection with this Agreement shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act.

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IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day and year first above written.

R-Bridge Investment Four Pte. Ltd., as Lender

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Name: Wei Fu

Title: Director

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TREVENA SPV2 LLC, as Borrower

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By:/s/ Barry Shin​ ​​ ​​ ​​ ​​ ​
Name: Barry Shin
Title: Treasurer