EXELIXIS, INC. - FORM 10-K - EX-10.30 - FIRST AMENDMENT TO THE LOAN AND SECURITY AGREEMENT - March 10, 2010

Attached files

file filename
EX-3.2 - CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - EXELIXIS, INC.dex32.htm
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - EXELIXIS, INC.dex31.htm
EX-10.6 - FORM OF RESTRICTED STOCK UNIT AGREEMENT UNDER THE 2000 EQUITY INCENTIVE PLAN - EXELIXIS, INC.dex106.htm
EX-32.1 - CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER - EXELIXIS, INC.dex321.htm
EX-31.2 - CERTIFICATION REQUIRED BY RULE 13A-14(A) OR RULE 15D-14(A) - EXELIXIS, INC.dex312.htm
EX-31.1 - CERTIFICATION REQUIRED BY RULE 13A-14(A) OR RULE 15D-14(A) - EXELIXIS, INC.dex311.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - EXELIXIS, INC.dex231.htm
EX-21.1 - SUBSIDIARIES OF EXELIXIS, INC, - EXELIXIS, INC.dex211.htm
EX-10.10 - 2010 INDUCEMENT AWARD PLAN - EXELIXIS, INC.dex1010.htm
EX-10.14 - EXELIXIS, INC. 401(K) PLAN ADOPTION AGREEMENT - EXELIXIS, INC.dex1014.htm
EX-10.12 - FORM OF RESTRICTED STOCK UNIT AGREEMENT UNDER THE 2010 INDUCEMENT AWARD PLAN - EXELIXIS, INC.dex1012.htm
EX-10.20 - OFFER LETTER AGREEMENT - EXELIXIS, INC.dex1020.htm
EX-10.21 - COMPENSATION INFORMATION FOR THE COMPANY'S NAMED EXECUTIVE OFFICERS - EXELIXIS, INC.dex1021.htm
EX-10.13 - EXELIXIS, INC. 401(K) PLAN - EXELIXIS, INC.dex1013.htm
10-K - FORM 10-K - EXELIXIS, INC.d10k.htm
EX-10.11 - FORM OF STOCK OPTION AGREEMENT UNDER THE 2010 INDUCEMENT AWARD PLAN - EXELIXIS, INC.dex1011.htm

Exhibit 10.30

Execution Copy

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “First Amendment”) is made this 5th day of December, 2002, by and between Exelixis, Inc., a Delaware corporation (“Exelixis”), and SmithKlineBeecham Corporation, a Pennsylvania corporation, doing business as GlaxoSmithKline (“GSK”). Exelixis and GSK are each referred to herein by name or as a “Party” or, collectively, as “Parties”.

WHEREAS, Exelixis and GSK are parties to that certain Loan and Security Agreement dated October 28, 2002 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Loan Agreement”)(all capitalized terms used, but not specifically defined, herein shall have the meaning provided for such terms in the Loan Agreement); and

WHEREAS, Exelixis has requested that GSK allow Exelixis to use deposit account #3300366867 as a “pass through” account for securities account #888-02658 and to deem both accounts as the Deposit Account referred to and defined in the Loan Agreement and has entered into a certain Control Agreement dated November 13, 2002, by and among Exelixis, GSK and SVB Securities, and has further agreed to enter into an a control agreement for deposit account #3300366867 and securities account #886-02658 and to deem both control agreements as the Securities Account Control Agreement referred to in the Loan Agreement; and

NOW, THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GSK and Exelixis agree as follows:

 

1. As of the date of this First Amendment, deposit account #3300366867 shall be used as a “pass though” account for securities account #886-02658 and both accounts shall be deemed to be the Deposit Account referred to and defined in the Loan Agreement.

 

2. As of the date of this First Amendment, the Parties shall enter into a control agreement for deposit account #3300366867 and securities account #886-02658 and shall deem both control agreements as the Securities Account Control Agreement referred to and defined in the Loan Agreement.

 

3. As of the date of this First Amendment, Schedule 3.1.3. shall be deleted in its entirety and replaced with the Schedule 3.1.3 attached hereto and made a part hereof.

 

4. The Exelixis ratifies and reaffirms all terms, covenants, conditions and agreements contained in the Loan Agreement.

 

5. All other terms and conditions of the Loan Agreement and all other writings submitted Exelixis to GSK pursuant thereto, shall remain unchanged and in full force and effect.

This Amendment shall not constitute a waiver or modification of any of GSK’s rights and remedies or of any of the terms, conditions, warranties, representations, or covenants contained in the Loan Agreement, except as specifically set forth above, and GSK hereby reserves all of its rights and remedies pursuant to the Loan Agreement and applicable law.

This Amendment may be executed in counterparts, each of which, when taken together, shall be deemed to be one and the same instrument.

[The remainder of this page his been left intentionally blank]

 

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IN WITNESS WHEREOF, the parties have executed this First Amendment to Loan and Security Agreement as a sealed instrument as of the date written above.

 

Exelixis, Inc.
By:  

/s/ Glen Y. Sato

Name:   Glen Y. Sato
Title:   CFO & VP of Legal Affairs
SmithKline Beecham Corporation
By:  

/s/ Donald F. Parman

Name:   Donald F. Parman
Title:   Vice President & Secretary

 

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EXECUTION COPY

Schedule 3.1.3

DEPOSIT ACCOUNT

 

Bank:

    SVB Securities
   3003 Tasman Drive
   Mail Sort HG250
   Santa Clara, California 95054
   Attn: Operations Manager
   Telephone: 408-654-7256
   Facsimile: 408-496-2407

Securities Account Number:

    886-02658

Bank:

    Silicon Valley Bank
   Deposit Control Department
   3003 Tasman Drive
   Mail Sort HG225
   Santa Clara, California 95054
   Telephone: 408-654-5512/408-654-3039/408-654-3099
   Facsimile: 408-654-6389

Demand Deposit Account Number:

    3300366867

Wiring Instructions:

    Route all domestic wire transfers via FEDWIRE to the following ABA number:

 

TO:

   SIL VLY BK SJ

ROUTING & TRANSIT #:

   121140399

FOR CREDIT OF:

   Exelixis, Inc.

CREDIT ACCOUNT #:

   3300366867

BY ORDER OF:

   [NAME OF SENDER]

 

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EXELIXIS, INC. Reports