EX-10.1



 Exhibit 10.1 

FIRST AMENDMENT 
 TO

 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 

THIS FIRST AMENDMENT to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as
of June 5, 2015, by and between Silicon Valley Bank (“Bank”) and Ignyta, Inc., a Delaware corporation (“Borrower”). 

RECITALS 

A. Bank and Borrower have entered into that certain Second Amended and Restated Loan and Security Agreement dated as of
September 30, 2014 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”). 

B. Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement. 

C. Borrower has requested that Bank amend the Loan Agreement to make certain revisions as more fully set forth herein. 

D. Bank has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject
to the conditions and in reliance upon the representations and warranties set forth below. 
 AGREEMENT

 NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 

1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

 2. Amendments to Loan Agreement. 

2.1 Section 13 (Definitions). The following term and its respective definition set forth in Section 13.1 is
amended in its entirety and replaced with the following: 
 “Term B Draw Event” means Bank’s receipt of evidence, in
form and substance reasonably satisfactory to Bank, of the initiation of any Phase 2 clinical trial for Borrower’s product candidate entrectinib (formerly called RXDX-101).” 

3. Limitation of Amendments. 

3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely
as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the
future under or in connection with any Loan Document. 
 3.2 This Amendment shall be construed in connection with and as part of the
Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect. 

4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as
follows: 
 4.1 Immediately after giving effect to this Amendment (a) the representations and warranties








 
contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date,
in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing; 
 4.2
Borrower has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment; 

4.3 The organizational documents of Borrower delivered to Bank on the Effective Date remain true, accurate and complete and have not
been amended, supplemented or restated and are and continue to be in full force and effect; 
 4.4 The execution and delivery by
Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized; 

4.5 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any material contractual restriction with a Person binding on Borrower, (c) any order, judgment or
decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower; 

4.6 The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision
thereof, binding on either Borrower, except as already has been obtained or made; and 
 4.7 This Amendment has been duly executed and
delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other
similar laws of general application and equitable principles relating to or affecting creditors’ rights. 
 5. Integration. This
Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about
the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents. 
 6. Counterparts.
This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 

7. Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by
each party hereto and (b) Borrower’s payment of an amount equal to all Bank Expenses incurred through the date of this Amendment. 

[Signature page follows] 







 IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered as of the date first written above. 
  

			
	BANK		BORROWER
		
	 Silicon Valley Bank
  

By: /s/ Anthony Flores
 Name: Anthony Flores

Title: Vice President
		 Ignyta, Inc.
  

By: /s/ Matthew Onaitis
 Name: Matthew Onaitis

Title: General Counsel


 [Signature page to First Amendment to Second Amended and Restated Loan and Security
Agreement]