Loan Proposal Agreement between Oxford Finance Corporation and Trubion Pharmaceuticals, Inc. (November 2004)

Summary

Oxford Finance Corporation proposes to lend up to $2,000,000 to Trubion Pharmaceuticals, Inc. for laboratory and office equipment. The loan will be repaid over 36 or 42 months, depending on the equipment type, with fixed monthly payments and an 8.08% interest rate. Trubion will issue stock warrants to Oxford for 1% of the loan amount and may allow Oxford to invest up to $1,000,000 in future equity rounds. The proposal is subject to final approval and will expire if not signed by February 8, 2005.

EX-10.34 37 v18917orexv10w34.txt EXHIBIT 10.34 EXHIBIT 10.34 (OXFORD LOGO) November 3, 2004 Hans Van Houte Vice President, Finance and Administration Trubion Pharmaceuticals, Inc. 2401 4th Ave. Suite 150 Seattle, WA 98121 Dear Hans: Oxford Finance Corporation is pleased to provide the following loan proposal to Trubion Pharmaceuticals, 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: Trubion Pharmaceuticals, Inc. Lender: Oxford Finance Corporation, a Delaware 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: $2,000,000 Funding Dates: December 2004 through March 2006 Terms: Each Schedule shall have a fixed term of 42 months for laboratory equipment and 36 months for all other collateral categories. Loan Payment Rates: 3.1163% of the Loan Amount per month for 36 months. 2.7231% of the Loan Amount per month for 42 months. Payment Rate 8.08% Implicit Interest: Periodicity: Monthly, in advance.

133 NORTH FAIRFAX STREET, ALEXANDRIA, VIRGINIA 22314, 703 ###-###-#### Hans van Houte November 3, 2004 Page 2 Index Basis: The three-year Treasury Bill Weekly Average rate of 2.83% as published in the Federal Reserve statistical release H.15 (519) on November 1, 2004. 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 one percent (1.0%) of the actual Loan Amount using a share strike price equal to the most recent preferred equity 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: None Option to Invest: Borrower may allow Lender, or its affiliate, the option of providing an equity capital contribution to the Borrower up to $1,000,000 in future private equity investment rounds 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 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. Expiration: This loan proposal will expire if a signed copy of this proposal letter is not received by Oxford on or before February 8, 2005.

Hans van Houte November 3, 2004 Page 3 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. Oxford Finance Corporation welcomes the opportunity to be of service to Trubion Pharmaceuticals, Inc. We look forward to working with you. Sincerely, /s/ Christopher A. Herr ---------------------------------------- OXFORD FINANCE CORPORATION Christopher A. Herr ACKNOWLEDGED AND AGREED: Trubion Pharmaceuticals, Inc. By: /s/ Johannes van Houte --------------------------------- Title: VP, Finance & Administration Date: February 7, 2005 Hans van Houte November 3, 2004 Page 4 ATTACHMENT A ESTIMATED CATEGORIES OF EQUIPMENT:
Category Amount Percentage - -------- ---------- ---------- ~~Laboratory Equipment $1,250,000 63% Office Equipment $ 150,000 7% Miscellaneous Soft Costs $ 600,000 30% ---------- --- Total $2,000,000 100%~~