Loan Proposal Agreement between Oxford Finance Corporation and GeneCraft, Inc. (April 2003)

Summary

Oxford Finance Corporation proposes to lend up to $1,700,000 to GeneCraft, Inc. for laboratory and internal use equipment, with repayment terms of 36 or 42 months at a fixed interest rate. The agreement includes the issuance of stock warrants to the lender and an option for the lender to invest in a future equity round. The proposal is subject to final approval, and GeneCraft is responsible for related costs. The proposal expires if not signed by April 31, 2003, and is not binding until a formal loan agreement is executed.

EX-10.33 36 v18917orexv10w33.txt EXHIBIT 10.33 EXHIBIT 10.33 (OXFORD LOGO) April 2, 2003 Mr. Hans van Houte, VP, Finance and Administration GeneCraft, Inc. 601 Union Street Suite 4200 Seattle, WA 98101 Dear Hans: Oxford Finance Corporation is pleased to provide the following loan proposal to GeneCraft, Inc. for laboratory and other internal use assets, subject to terms and conditions embodied in formal loan agreements, which shall include but not be limited to the following terms and conditions: Borrower: GeneCraft, Inc. Lender: Oxford Finance Corporation Equipment: Laboratory, computers and other equipment for the internal use of Borrower as summarized in Attachment A ("Equipment"). Equipment must be acceptable to Lender. Total Loan Amount: $1,700,000 Funding Dates: April 2003 through April 2004 Terms: Each Schedule shall have a fixed term of 42 months for laboratory equipment, and 36 months for other collateral categories. Loan Payment Rates: 2.7764% of the Loan Amount per month for 42 months, or 3.1720% of the Loan Amount per month for 36 months. Payment Rate Implicit Interest: 8.83% for 42 and 36 months. Periodicity: Monthly, in advance. First and last payments up front.

133 NORTH FAIRFAX STREET, ALEXANDRIA, VIRGINIA 22314, 703 ###-###-#### Mr. Hans van Houte April 2, 2003 Page 2 Index Basis: The three-year Treasury Bill Weekly Average rate of 2.08% as published in Federal Reserve statistical release H.15 (519) on March 31, 2003. Payment Commencements: First day of the month following a Schedule funding. Stock Warrants: Borrower shall issue to Lender warrants for the purchase of preferred stock equal to two percent (2.0%) of the first $1,000,000 of the actual Loan Amount using a share strike price equal to the Series A preferred round price per share. Borrower shall issue to Lender warrants for the purchase of preferred stock equal to three percent (3.0%) of the second $700,000 of the actual funded Loan Amount (pro rata) using a share strike price equal to the Series A preferred round price per share. Documentation: Loan and warrant documentation provided by Lender containing terms generally accepted in the industry and mutually agreeable to both Lender and Borrower. Facility Fee: Borrower will provide a $15,000 Facility Fee to Lender upon execution of this proposal letter. Lender will retain $5,000 of the Facility Fee after loan facility approval to cover associated costs. The remaining $10,000 will be applied to the first monthly debt payment. Should the Lender not issue an approval to provide funding, the Facility Fee, less any transaction Costs, will be returned. Option to Invest: Borrower will allow Lender, or its affiliate, the option of providing an equity capital contribution to the Borrower up to $250,000 in a future, Series B private equity investment round of at least $10,000,000, subordinate to all of the investment rights of the Series A shareholders, at the going price per share. The election to invest in Borrower will be at Lender's sole discretion. Rate Adjustment: The effective Loan Rate will remain fixed for the duration of each Term. Prior to Schedule funding, Lender may adjust the Loan Rate in order to maintain its originally anticipated rate of return if there is an increase in the yield

Mr. Hans van Houte April 2, 2003 Page 3 on the U.S. Treasury Bills, as quoted in the Federal Reserve statistical release H.15 (519), from the Index Basis specified in this proposal letter. Costs: Borrower shall be responsible for all costs and expenses relating to the transaction, including, without limitation, extraordinary attorneys' and appraisal fees, lien search, inspection and filing fees relating to the preparation, execution and recording of all documents. Management Assistance: Lender will make available to Borrower significant managerial assistance, including equipment tracking and financing, cash flow and expense management, and general financing opportunities. Expiration: This loan proposal will expire if a signed copy of this proposal letter is not received by Oxford on or before April 31, 2003.

Mr. Hans van Houte April 2, 2003 Page 4 This proposal letter, the collateral described, and any terms and conditions of the loan or warrant agreements, are subject to final review and approval by Oxford Finance Corporation and its Executive Credit Team, and is not a commitment to provide financing. Any material adverse change in Borrower's financial condition may render this proposal or established loan line null and void, at the sole discretion of Lender. Neither party shall have any obligation or liability to the other with respect to funding against collateral under this proposal in the above-described transaction until a binding Loan Agreement satisfactory to all parties has been executed. Oxford Finance Corporation welcomes the opportunity to be of service to GeneCraft, Inc. We look forward to working with you. Sincerely, /s/ Christopher A. Herr ---------------------------------------- OXFORD FINANCE CORPORATION Christopher A. Herr ACKNOWLEDGED AND AGREED: GeneCraft, Inc. By: /s/ Johannes van Houte --------------------------------- Title: VP, Finance & Administration Date: April 30, 2003