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Exhibit 10.1
 LOAN AND SECURITY AGREEMENT
 THIS LOAN AND SECURITY AGREEMENT Agreement GECC Agent Lenders Lender Borrower Miikana Loan Party Loan Parties Agents Office
 RECITALS
  AGREEMENT
  1. DEFINITIONS.
 GAAP UCC
 2. LOANS AND TERMS OF PAYMENT; WARRANTS.
 Promise to Pay.
 Term Loan
 (a)
    
    Subject to the terms and conditions hereof, each Lender, severally, but not
jointly, agrees to make a term loan (collectively, the Term Loan) to Borrower
on the Closing Date (as defined below) in an aggregate principal amount not to exceed
such Lenders commitment as identified on Schedule A (such commitment of each Lender as
it may be amended to reflect assignments made in accordance with this Agreement or
terminated




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(b)
    
    or reduced in accordance with this Agreement, its Commitment, and the
aggregate of all such commitments, the Commitments). Notwithstanding the
foregoing, the aggregate principal amount of the Term Loan made hereunder shall not
exceed $20,000,000 (the Total Commitment). Notwithstanding anything to
the contrary herein, Borrower shall have no obligation to borrow the Term Loan
unless the Total Commitment is funded on the Closing Date. Each Lenders obligation
to fund the Term Loan shall be limited to such Lenders Pro Rata Share (as defined
below) of the Term Loan.(c)
    
    Notes. The Term Loan of each Lender shall be evidenced by a promissory
note substantially in the form of Exhibit A hereto (each a Note and,
collectively, the Notes), and Borrower shall execute and deliver a Note to
each Lender. Each Note shall represent the obligation of Borrower to pay to such
Lender the aggregate unpaid principal amount of such Lenders Pro Rata Share of the
Term Loan made to or on behalf of Borrower under this Agreement, together with interest
thereon as prescribed in Section 2.3(b).
 Interest and Repayment.
 (a)
    
    Interest. The Term Loan shall accrue interest in arrears from the date
made until the Term Loan is fully repaid at a fixed per annum rate of interest equal to
10.47%. All computations of interest and fees calculated on a per annum basis shall be
made by Agent on the basis of a 360-day year, in each case for the actual number of
days occurring in the period for which such interest and fees are payable. Each
determination of an interest rate or the amount of a fee hereunder shall be made by
Agent and shall be conclusive, binding and final for all purposes, absent manifest
error.(b)
    
    Payments of Principal and Interest. For the Term Loan, Borrower shall
pay to the Agent, for the ratable benefit of the Lenders, (i) nine (9) consecutive
payments of interest only (payable in arrears) at the rate of interest determined in
accordance with Section 2.3(a) on the first day of each calendar month (a
Scheduled Payment Date) each in an amount equal to $174,500 commencing on
November 1, 2007 and (ii) thirty (30) equal consecutive payments of principal and
interest (payable in arrears) at the rate of interest determined in accordance with
Section 2.3(a) (a Scheduled Payment) each in an amount equal to $760,606.28
commencing on August 1, 2008. The amount of each such payment of principal and
interest shall be calculated by the Agent and shall be sufficient to fully amortize the
principal and interest due with respect to the Term Loan over such repayment period.
Notwithstanding the foregoing, all unpaid principal and accrued interest with respect
to the Term Loan is due and payable in full to Agent, for the ratable benefit of
Lenders, on the earlier of (A) January 1, 2011 or (B) the date that the Term Loan
otherwise becomes due and payable hereunder, whether by acceleration of the Obligations
pursuant to Section 8.2 or otherwise (the earlier of (A) or (B), the Term Loan
Maturity Date). Each Scheduled Payment, when paid, shall be applied first to the
payment of accrued and unpaid interest on the Term Loan and then to the unpaid
principal balance of the Term Loan. Without limiting the foregoing, all Obligations
shall be due and payable on the Term Loan Maturity Date.(c)
    
    Interim Interest Payment. Borrower shall make an advance payment of
interest on the Closing Date for the period from such date to and including the last
day of the month in which the Term Loan was made.
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(d)
    
    No Reborrowing. Once the Term Loan is repaid or prepaid, it cannot be
reborrowed.(e)
    
    Payments. All payments (including prepayments) to be made by Borrower
under any Debt Document shall be made in immediately available funds in U.S. dollars,
without setoff or counterclaim to the Collection Account (as defined below) before
11:00 a.m. Connecticut time on the date when due. All payments received by Agent after
11:00 a.m. Connecticut time on any Business Day or at any time on a day that is not a
Business Day shall be deemed to be received on the next Business Day. Whenever any
payment required under this Agreement would otherwise be due on a date that is not a
Business Day, such payment shall instead be due on the next Business Day, and
additional fees or interest, as the case may be, shall accrue and be payable for the
period of such extension. All regularly scheduled payments due to Agent and Lenders
under Section 2.3(b) shall be effected by automatic debit of the appropriate funds from
Borrowers operating account specified on the EPS Setup Form (as defined below). For
purposes of calculating interest, all payments will be deemed received three (3)
Business Days after Agents receipt thereof in accordance with this Section. As used
herein, the term Collection Account means the following account of Agent (or
such other account as Agent shall identify to Borrower in writing):
 
 (f)
    
    Withholdings and Increased Costs. All payments shall be made free and
clear of any taxes, withholdings, duties, impositions or other charges, such that Agent
and Lenders will receive the entire amount of any Obligations (as defined below),
regardless of source of payment. If Agent or any Lender shall have determined, in the
exercise of such partys commercially reasonable discretion, that the introduction of
or any change in, after the date hereof, any law, treaty, governmental (or
quasi-governmental) rule, regulation, guideline or order reduces the rate of return on
Agent or such Lenders capital as a consequence of its obligations hereunder or
increases the cost to Agent or such Lender of agreeing to make or making, funding or
maintaining the Term Loan, then Borrower shall have the right either (i) within thirty
(30) days after demand by Agent or such Lender (with a copy of such demand to Agent),
promptly to pay to Agent for its own account or for the account of such Lender, as the
case may be, additional amounts sufficient to compensate Agent or such Lender for such
reduction or for such increased cost (such reduction or increased cost, as applicable
and collectively, the Increased Costs) or (ii) to prepay the Term Loan in
full (together with the Increased Costs) but without any prepayment fee described in
Section 2.4. A certificate as to the amount of such reduction or such increased cost
submitted by Agent or such Lender (with a copy to Agent) to Borrower shall be
conclusive and binding on Borrower, absent manifest error. This provision shall
survive the termination of this Agreement.(g)
    
    Loan Records. Each Lender shall maintain in accordance with its usual
practice accounts evidencing the Obligations of Borrower to such Lender resulting from
such Lenders Pro Rata Share of the Term Loan, including the amounts of principal and
interest payable and paid to such Lender from time to time under this Agreement.
Agent
shall maintain in accordance with its usual practice a loan account on its
books to record the Term Loan and any other extensions of credit made by Lenders
hereunder, and all payments thereon made by Borrower. The entries made in the such
accounts shall, to the extent permitted by applicable law, be prima facie evidence
of the existence and amounts of the Obligations recorded therein; provided,
however, that no error in such account and no failure of any Lender or Agent to
maintain any such account shall affect the obligations of Borrower to repay the
Obligations in accordance with their terms.
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Prepayments. provided Thalidomide
Sale
 Late Fees. Late Fee
 Default Rate. Default
Rate
 Lender Fees. Upfront Payment
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Maximum Lawful Rate. Maximum Lawful
Rate provided
 Authorization and Issuance of the Warrants; Registration Rights; Notices with Respect to
Warrants.
 (a)
    
    Borrower has duly authorized the issuance and sale to Lenders of stock purchase
warrants substantially in the form of the warrant attached hereto as Exhibit F
(collectively, the Warrants) evidencing Lenders right to acquire their
respective Pro Rata Share of an aggregate 250,000 shares of common stock of Borrower at
an exercise price of $2.00 per share. The exercise period shall expire 5 years from
the date such Warrant is issued. Subject to the terms and conditions, and in reliance
upon the representations, warranties and agreements, set forth herein, on the Closing
Date Borrower shall sell to Lenders, and Lenders shall purchase from Borrower, the
Warrants.(b)
    
    At any time after the date hereof, Lenders, acting jointly and not
individually, may request in writing that Borrower file a registration statement under
the Securities Act of 1933, as amended (the Act), with respect to the offer
and resale of any common stock of Borrower acquired by Lenders upon exercise or
conversion of the Warrants (the Warrant Shares). Such registration may be
made pursuant to a registration statement on Form S-3 (or any successor form that
permits the incorporation by reference of future filings by the Borrower under the
Securities Exchange Act of 1934, as amended), and such registration statement shall be
filed as a shelf registration statement pursuant to Rule 415 under the Act (or any
successor rule). Each Lender shall furnish Borrower with all information and
statements about or pertaining to such Lender in such reasonable
detail and on such timely basis as is reasonably deemed by Borrower to be necessary
or appropriate for the preparation of the registration statement. Borrower shall
use its commercially reasonable best efforts to, in compliance with the Act and the
rules and applicable forms promulgated thereunder: (1) prepare and file the
registration statement as soon as practicable after receipt of notice from the
Lenders, but in any event not later than thirty days from the date of receipt of
written notice from the Lenders; (2) if such registration statement does not become
effective automatically, to cause the registration statement and any post-effective
amendments to the registration statement to be declared effective by the Securities
and Exchange Commission as soon as practicable after their respective filings; (3)
promptly prepare and file all required prospectus supplements and otherwise promptly
update the prospectus as needed in the manner allowed by the Act and the rules and
applicable forms promulgated thereunder; and (4) keep such shelf registration
continuously effective until the earlier to occur of (a) all the Warrant Shares
having been sold and (b) the Lenders being eligible to sell the Warrant Shares
pursuant to Rule 144(k) under the Act. Notwithstanding the foregoing, Borrower
shall have a one-time right to defer filing the registration statement pursuant to
this Section 2.9(b) for a period not to exceed ninety (90) days after receipt of the
request of the Lenders if Borrower shall furnish to each Lender a certificate signed
by Borrowers Chief Executive Officer or Chairman of the Board stating that, in the
good faith judgment of the Board of Directors of Borrower, it would be seriously
detrimental to Borrower and its stockholders for such registration statement to be
completed at such time because of the existence of pending undisclosed material
corporate developments. Lenders shall reimburse Borrower for each Lenders pro rata
share of the reasonable out-of-pocket costs and expenses (not to exceed $50,000, in
the aggregate) incurred by Borrower in connection with registering the Warrant
Shares pursuant to this Section 2.9(b). The provisions of this Section 2.9(b) shall
survive the termination of this Agreement.
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(c)
    
    The Borrower hereby agrees to deliver to each Lender the certification set
forth in the last paragraph of Section 3(d) of each Warrant at least thirty (30)
business days prior to the proposed effective date of any merger, consolidation, sale,
or other triggering event as defined in Section 3(c)(ii) or 3(c)(iii) of each Warrant.
The provisions of this Section 2.9(c) shall survive the termination of this Agreement.
 3. CREATION OF SECURITY INTEREST.
 Grant of Security Interest. Obligations Collateral
 All of such Loan Partys personal property of every kind and nature (except for
Intellectual Property, as defined in, and to the extent excluded pursuant to, Section
3.3) whether now owned or hereafter acquired by, or arising in favor of, such Loan
Party, and regardless of where located, including, without limitation, all accounts,
chattel paper (whether tangible or electronic), commercial tort claims, deposit
accounts, documents, equipment, financial assets, fixtures, goods, instruments,
investment property, inventory, letter-of-credit rights, letters of credit,
securities, supporting obligations, cash, cash equivalents, any other contract rights
(including, without limitation, rights under any license agreements), or rights to the
payment of money, and general intangibles, and all books and records of such Loan
Party relating thereto, and in and against all additions, attachments, accessories and
accessions to such property, all substitutions, replacements or exchanges therefor,
all proceeds, insurance claims, products, profits and other rights to payments not
otherwise included in the foregoing (with each of the foregoing terms that are defined
in the UCC having the meaning set forth in the UCC).
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Financing Statements.
 Grant of Security Interest in Proceeds of Intellectual Property. Intellectual Property provided Rights to Payment Thalidomide Royalty Agreement provided
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Termination of Security Interest. Termination Date
 4. CONDITIONS OF TERM LOAN.
 Conditions Precedent to Term Loan. Closing Date
 (a)
    
    a counterpart of this Agreement duly executed by each Loan Party;(b)
    
    a certificate executed by the Secretary of each Loan Party, the form of which
is attached hereto as Exhibit B (the Secretarys Certificate),
providing verification of incumbency and attaching (i) such Loan Partys board
resolutions approving the transactions contemplated by this Agreement and the other
Debt Documents and (ii) such Loan Partys governing documents;(c)
    
    Notes duly executed by Borrower in favor of each applicable Lender;(d)
    
    filed copies of UCC financing statements, collateral assignments, and
terminations statements, with respect to the Collateral, as Agent shall request;(e)
    
    certificates of insurance evidencing the insurance coverage, and satisfactory
additional insured and lender loss payable endorsements, in each case as required
pursuant to Section 6.4 herein;(f)
    
    current UCC lien, judgment, bankruptcy and tax lien search results
demonstrating that there are no other security interests or liens on the Collateral,
other than Permitted Liens (as defined below);(g)
    
    a Warrant in favor of each Lender, duly executed by Borrower, the form of which
is attached hereto as Exhibit F;(h)
    
    a certificate of good standing of each Loan Party from the jurisdiction of such
Loan Partys organization and a certificate of foreign qualification from each
jurisdiction where such Loan Partys failure to be so qualified could reasonably be
expected to have a Material Adverse Effect (as defined below), in each case as of a
recent date acceptable to Agent;(i)
    
    a landlord consent and/or bailee letter in favor of Agent executed by the
landlord or bailee, as applicable, for any third party location where (i) Borrowers
principal place of business, (ii) any of Borrowers books or records or (iii)
Collateral with an aggregate marketable and saleable value in excess of $25,000 is
located, a form of which is attached hereto as Exhibit C-1 and Exhibit
C-2, as applicable (Access Agreement);
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(j)
    
    a legal opinion of the Loan Parties counsel, in form and substance
satisfactory to Agent;(k)
    
    a completed EPS set-up form, a form of which is attached hereto as Exhibit
E (the EPS Setup Form);(l)
    
    a completed perfection certificate, duly executed by the Loan Parties, a form
of which Agent previously delivered to Borrower (the Perfection Certificate);(m)
    
    one or more Account Control Agreements (as defined below), in form and
substance reasonably acceptable to Agent, duly executed by the applicable Loan Parties
and the applicable depository or financial institution, for each deposit and securities
account (other than accounts used exclusively for payroll and withholding tax purposes)
listed on the Perfection Certificate;(n)
    
    a pledge agreement, in form and substance satisfactory to Agent, executed by
each Loan Party and pledging to Agent, for the benefit of itself and the Lenders, a
security interest in (a) 100% of the shares of the outstanding capital stock, of any
class, of each Subsidiary (as defined below) of such Loan Party that is incorporated
under the laws of any State of the United States or the District of Columbia, (b)
shares of the outstanding capital stock of any class of each Subsidiary of such Loan
Party that is not incorporated under the laws of any State of the United States or the
District of Columbia that constitute 65% of the total combined voting power of all
capital stock of all classes of such Subsidiary and (c) any and all Indebtedness owing
to such Loan Party (the Pledge Agreement);(o)
    
    a disbursement instruction letter, in form and substance satisfactory to Agent,
executed by Borrower, Agent and each Lender (the Disbursement Letter);(p)
    
    a fully executed pay-off letter satisfactory to Agent confirming that all of
the Indebtedness and other obligations owed under Borrowers credit facility with
Venture Lending & Leasing IV, LLC (the Existing Indebtedness) will be repaid
in full from the proceeds of the Term Loan and all liens upon any of Borrowers
property in favor of Venture Lending and Leasing IV, LLC shall be terminated
immediately upon such payment;(q)
    
    a guaranty, in form and substance satisfactory to Agent, executed by each Loan
Party other than Borrower (in such capacity, a Guarantor and collectively,
the Guarantors) and guaranteeing the payment and performance of the
Obligations (the Guaranty);(r)
    
    a notice of assignment, in form and substance satisfactory to Agent, executed
by Borrower, acknowledged by Royalty Pharma Finance Trust and assigning Borrowers
rights to payment under Section 2.06 of the Thalidomide Royalty Agreement to Agent,
for the benefit of itself and the Lenders (the Notice of Assignment);(s)
    
    a certificate from an authorized officer of each Loan Party confirming that (i)
all representations and warranties in Section 5 below shall be true as of the Closing
Date and (ii) no Event of Default or any other event, which with the giving of notice
or the passage of time, or both, would constitute an Event of Default (such event, a
Default) has occurred and is continuing or will result from the making of the
Term Loan;
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(t)
    
    all other documents and instruments as Agent may reasonably deem necessary or
appropriate to effectuate the intent and purpose of this Agreement (together with the
Agreement, the Notes, the Warrant, the Perfection Certificate, the Pledge Agreement,
the Secretarys Certificate, the Disbursement Letter, the Guaranty, the Notice of
Assignment and all other agreements, instruments, documents and certificates executed
and/or delivered to or in favor of Agent from time to time in connection with this
Agreement or the transactions contemplated hereby, the Debt Documents); and(u)
    
    Agent and Lenders shall have received the fees required to be paid by Borrower,
if any, in the respective amounts specified in Section 2.7, and Borrower shall have
reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as
of the date of this Agreement.
 5. REPRESENTATIONS AND WARRANTIES OF BORROWER.
  Due Organization and Authorization.
 Required Consents.
 No Conflicts. Material Agreement Schedule B
 Litigation. Schedule B
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Financial Statements.
 Use of Proceeds.
 Collateral. Permitted Contest Schedule B Permitted
Liens
 Compliance with Laws. OFAC BSA ERISA Federal
Reserve Board
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Intellectual Property.
 Solvency. Solvent
 Taxes; Pension.
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Full Disclosure.
 6. AFFIRMATIVE COVENANTS.
 Good Standing. Subsidiary
 Notice to Agent.
 Financial Statements. SEC Exhibit D Section
6.3 provided Section 10.13
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Insurance.
 Taxes.
 Agreement with Landlord/Bailee.
 Protection of Intellectual Property. Licenses
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Special Collateral Covenants.
 (a)
    
    Until the occurrence of any Event of Default, each Loan Party shall remain in
possession of its respective Collateral at the locations specified on the Perfection
Certificate; except that Agent, on behalf of itself and Lenders, shall have the right
to possess (i) any chattel paper or instrument that constitutes a part of the
Collateral, and (ii) any other Collateral in which Agents security interest (on behalf
of itself and Lenders) may be perfected only by possession. Agent may inspect (and
representatives of any Lender may accompany Agent on any such inspection) any of the
Collateral during normal business hours, and in the absence of a Default or an Event of
Default, after giving Borrower reasonable prior notice. If Agent asks, each Loan Party
will promptly notify Agent in writing of the location of any its respective Collateral.(b)
    
    Each Loan Party shall (i) use the Collateral only in its trade or business,
(ii) maintain all of the Collateral in good operating order and repair, normal wear and
tear excepted, and (iii) use and maintain the Collateral only in compliance with
manufacturers recommendations and all applicable laws.(c)
    
    Agent and Lenders do not authorize and each Loan Party agrees it shall not (i)
part with possession of any of the Collateral (except to Agent (on behalf of itself and
Lenders), for maintenance and repair or for a Permitted Disposition), or (ii) remove
any of the Collateral from the continental United States.(d)
    
    Each Loan Party shall pay promptly when due all taxes, license fees,
assessments and public and private charges levied or assessed on any of the Collateral,
on its use, or on this Agreement or any of the other Debt Documents. At its option,
Agent may discharge taxes, liens, security interests or other encumbrances at any time
levied or placed on the Collateral and may pay for the maintenance, insurance and
preservation of the Collateral and effect compliance with the terms of this Agreement
or any of the other Debt Documents. Each Loan Party agrees to reimburse Agent, on
demand, all costs and expenses incurred by Agent in connection with such payment or
performance and agrees that such reimbursement obligation shall constitute Obligations.(e)
    
    Each Loan Party shall, at all times, keep accurate and complete records of the
Collateral, and Agent shall have the right to inspect and make copies of all of the
Loan Parties books and records relating to the Collateral during normal business hours,
and in the absence of a Default or an Event of Default, after giving the applicable
Loan Party reasonable prior notice.
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(f)
    
    Each Loan Party agrees and acknowledges that any third person who may at any
time possess all or any portion of the Collateral shall be deemed to hold, and shall
hold, the Collateral as the agent of, and as pledge holder for, Agent (on behalf of
itself and Lenders). Agent may at any time give notice to any third person described in
the preceding sentence that such third person is holding the Collateral as the agent
of, and as pledge holder for, Agent (on behalf of itself and Lenders).
 Cytokine Dissolution. Cytokine Cytokine Dissolution
 Further Assurances.
 7. NEGATIVE COVENANTS
 Liens.
 Indebtedness. Schedule B Subordinated Indebtedness Indebtedness Schedule B
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Dispositions. Transfer Permitted Dispositions
 Change in Name, Location or Executive Office; Change in Business; Change in Fiscal Year.
 Mergers or Acquisitions. Target Balance Sheet Cash times
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Cash Burn Amount
 (a)
    
    the product of (i) the sum of, without duplication, (A) net income (loss), plus
(B) depreciation and amortization, minus (C) non-financed capital expenditures, in each
case of clauses (A), (B) and (C), for the immediately preceding eighteen month period
on a trailing basis, divided by (ii) eighteen,minus(b)
    
    the product of (i) the current portion of interest bearing liabilities due and
payable in the immediately succeeding 18 months divided by (ii) eighteen.
 Restricted Payments. provided Schedule B provided further
 Investments. Investment
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Schedule B Permitted Investments Cash Equivalents A-1 P-1 clause (v) (w) (x) provided clauses (v) (w) (x) (y)
 Transactions with Affiliates. Affiliate
 Compliance.
 Deposit Accounts and Securities Accounts. Account Control Agreement Notice of Exclusive Control Comerica Accounts th Canada Trust Account
 -19-




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Amendments to Certain Material Agreements.
 8. DEFAULT AND REMEDIES.
 Events of Default. Event of Default
 (a)
    
    Borrower shall fail to pay (i) any principal when due, or (ii) any interest,
fees or other Obligations (other than as specified in clause (i) within a period of 7
days after the due date thereof (other than on the Term Loan Maturity Date));(b)
    
    any Loan Party breaches any of its obligations under Section 6.1 (solely as it
relates to maintaining its existence), Section 6.2 or Article 7;(c)
    
    Borrower breaches its obligations under the first sentence of Section 6.3 and
fails to cure such breach within 5 days after the date on which Agent delivers written
notice of such breach to Borrower;(d)
    
    any Loan Party breaches any of its other obligations under any of the Debt
Documents and fails to cure such breach within 30 days after the earlier of (i) the
date on which an officer of such Loan Party becomes aware of such failure and (ii) the
date on which written notice shall have been given to Borrower from Agent;(e)
    
    any warranty, representation or statement made or deemed made by or on behalf
of any Loan Party in any of the Debt Documents or otherwise in connection with any of
the Obligations shall be false or misleading in any material respect at the time such
warranty, representation or statement was made or deemed to be made;(f)
    
    any of the Collateral with a value in excess of $100,000 in the aggregate is
subjected to attachment, execution, levy, seizure or confiscation in any legal
proceeding or otherwise, or if any legal or administrative proceeding is commenced
against any Loan Party or any of the Collateral, which in the good faith judgment of
Agent subjects any of the Collateral to a material risk of attachment, execution, levy,
seizure or confiscation and no bond is posted or protective order obtained to negate
such risk;
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(g)
    
    one or more judgments, orders or decrees shall be rendered against any Loan
Party or any Subsidiary of a Loan Party that exceeds by more than $50,000 any insurance
coverage applicable thereto (to the extent the relevant insurer has been notified of
such claim and has not denied coverage therefor) and either (i) enforcement proceedings
shall have been commenced by any creditor upon any such judgment, order or decree or
(ii) such judgment, order or decree shall not have been vacated or discharged for a
period of 10 consecutive days and there shall not be in effect (by reason of a pending
appeal or otherwise) any stay of enforcement thereof;(h)
    
    (i) any Loan Party or any Subsidiary of a Loan Party shall generally not pay
its debts as such debts become due, shall admit in writing its inability to pay its
debts generally, shall make a general assignment for the benefit of creditors, or shall
cease doing business as a going concern, (ii) any proceeding shall be instituted by or
against any Loan Party or any Subsidiary of a Loan Party seeking to adjudicate it a
bankrupt or insolvent or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, composition of it or its debts or any similar order, in
each case under any law relating to bankruptcy, insolvency or reorganization or relief
of debtors or seeking the entry of an order for relief or the appointment of a
custodian, receiver, trustee, conservator, liquidating agent, liquidator, other similar
official or other official with similar powers, in each case for it or for any
substantial part of its property and, in the case of any such proceedings instituted
against (but not by or with the consent of) such Loan Party or such Subsidiary, either
such proceedings shall remain undismissed or unstayed for a period of 45 days or more
or any action sought in such proceedings shall occur or (iii) any Loan Party or any
Subsidiary of a Loan Party shall take any corporate or similar action or any other
action to authorize any action described in clause (i) or (ii) above;(i)
    
    any Loan Party files any amendment or termination statement relating to a filed
financing statement describing the Collateral;(j)
    
    an event or development occurs which has a Material Adverse Effect if such
default shall have continued unremedied for a period of 5 Business Days after written
notice from Agent;(k)
    
    (i) any provision of any Debt Document shall fail to be valid and binding on,
or enforceable against, a Loan Party party thereto, (ii) any Debt Document purporting
to grant a security interest to secure any Obligation shall fail to create a valid and
enforceable security interest on any Collateral purported to be covered thereby or such
security interest shall fail or cease to be a perfected lien with the priority required
in the relevant Debt Document or (iii) any subordination provision set forth in any
document evidencing or relating to the Subordinated Indebtedness shall, in whole or in
part, terminate or otherwise fail or cease to be valid and binding on, or enforceable
against, or any agent for or holder of the Subordinated Indebtedness (or such person
shall so state in writing), or any Loan Party shall state in writing that any of the
events described in clause (i), (ii) or (iii) above shall have
occurred;(l)
    
    any Loan Party or any Subsidiary of a Loan Party defaults under (1) any
Material Agreement or (2) any other material obligation for (i) borrowed money, (ii)
the deferred purchase price of property or (iii) payments due under any lease
agreement; or
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(m)
    
    (i) the acquisition, directly or indirectly, by any person or group (as such
term is used in Section 13(d)(3) of the Exchange Act) of more than forty percent (40%)
of the voting power of the voting stock of Borrower by way of merger or consolidation
or otherwise, (ii) during any period of twelve consecutive calendar months, individuals
who at the beginning of such period constituted the board of directors of Borrower
cease for any reason other than death or disability to constitute a majority of the
directors then in office, (iv) Borrower ceases to own and control, directly or
indirectly, 100% of the economic and voting rights associated with the outstanding
voting capital stock (or other voting equity interest) of Miikana or (v) the occurrence
of any change of control or any term of similar effect under any Subordinated
Indebtedness document.
 Lender Remedies.
 Additional Remedies.
 -22-




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Application of Proceeds.
 9. THE AGENT.
 Appointment of Agent
 (a)
    
    Each Lender hereby appoints GECC (together with any successor Agent pursuant to
Section 9.9) as Agent under the Debt Documents and authorizes the Agent to (a)
execute and deliver the Debt Documents and accept delivery thereof on its behalf from
the Loan Parties, (b) take such action on its behalf and to exercise all rights, powers
and remedies and perform the duties as are expressly delegated to the Agent under such
Debt Documents and (c) exercise such powers as are reasonably incidental thereto. The
provisions of this Article 9 are solely for the benefit of Agent and Lenders and none
of the Loan Parties nor any other person shall have any rights as a third party
beneficiary of any of the provisions hereof. In performing its functions and duties
under this Agreement
and the other Debt Documents, Agent shall act solely as an agent of Lenders and does
not assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for any Loan Party or any other person.
Agent shall have no duties or responsibilities except for those expressly set forth
in this Agreement and the other Debt Documents. The duties of Agent shall be
mechanical and administrative in nature and Agent shall not have, or be deemed to
have, by reason of this Agreement, any other Debt Document or otherwise a fiduciary
or trustee relationship in respect of any Lender. Except as expressly set forth in
this Agreement and the other Debt Documents, Agent shall not have any duty to
disclose, and shall not be liable for failure to disclose, any information relating
to Borrower or any of its Subsidiaries that is communicated to or obtained by GECC
or any of its affiliates in any capacity.(b)
    
    Without limiting the generality of clause (a) above, Agent shall have the sole
and exclusive right and authority (to the exclusion of the Lenders), and is hereby
authorized, to (i) act as the disbursing and collecting agent for the Lenders with
respect to all payments and collections arising in connection with the Debt Documents
(including in any other bankruptcy, insolvency or similar proceeding), and each person
making any payment in connection with any Debt Document to any Lender is hereby
authorized to make such payment to Agent, (ii) file and prove claims and file other
documents necessary or desirable to allow the claims of Agent and Lenders with respect
to any Obligation in any proceeding described in any bankruptcy, insolvency or similar
proceeding (but not to vote, consent or otherwise act on behalf of such Lender), (iii)
act as collateral agent for Agent and each Lender for purposes of the perfection of all
liens created by the Debt Documents and all other purposes stated therein, (iv) manage,
supervise and otherwise deal with the Collateral, (v) take such other action as is
necessary or desirable to maintain the perfection and priority of the liens created or
purported to be created by the Debt Documents, (vi) except as may be otherwise
specified in any Debt Document, exercise all remedies given to Agent and the other
Lenders with respect to the Collateral, whether under the Debt Documents, applicable
law or otherwise and (vii) execute any amendment, consent or waiver under the Debt
Documents on behalf of any Lender that has consented in writing to such amendment,
consent or waiver; provided, however, that Agent hereby appoints, authorizes
and directs each Lender to act as collateral sub-agent for Agent and the Lenders for
purposes of the perfection of all liens with respect to the Collateral, including any
deposit account maintained by a Loan Party with, and cash and cash equivalents held by,
such Lender, and may further authorize and direct the Lenders to take further actions
as collateral sub-agents for purposes of enforcing such liens or otherwise to transfer
the Collateral subject thereto to Agent, and each Lender hereby agrees to take such
further actions to the extent, and only to the extent, so authorized and directed.
Agent may, upon any term or condition it specifies, delegate or exercise any of its
rights, powers and remedies under, and delegate or perform any of its duties or any
other action with respect to, any Debt Document by or through any trustee, co-agent,
employee, attorney-in-fact and any other person (including any Lender). Any such
person shall benefit from this Article 9 to the extent provided by Agent.
 -23-




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(c)
    
    If Agent shall request instructions from Requisite Lenders or all affected
Lenders with respect to any act or action (including failure to act) in connection with
this Agreement or any other Debt Document, then Agent shall be entitled to refrain from
such act or taking such action unless and until Agent shall have received instructions
from Requisite Lenders or all affected Lenders, as the case may be, and Agent shall not
incur
liability to any person by reason of so refraining. Agent shall be fully justified
in failing or refusing to take any action hereunder or under any other Debt Document
(a) if such action would, in the opinion of Agent, be contrary to law or any Debt
Document, (b) if such action would, in the opinion of Agent, expose Agent to any
potential liability under any law, statute or regulation or (c) if Agent shall not
first be indemnified to its satisfaction against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. Without limiting the foregoing, no Lender shall have any right of action
whatsoever against Agent as a result of Agent acting or refraining from acting
hereunder or under any other Debt Document in accordance with the instructions of
Requisite Lenders or all affected Lenders, as applicable.
 Agents Reliance, Etc
 -24-




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GECC and Affiliates.
 Lender Credit Decision
 Indemnification provided
 -25-




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Successor Agent
 Setoff and Sharing of Payments Pro Rata
Share
 -26-




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##### 



Payments; Information; Actions in Concert.
 (a)
    
    Payments. If Agent receives any payment for the account of Lenders on
or prior to 11:00 a.m. Connecticut time on any Business Day, Agent shall pay to each
applicable Lender such Lenders Pro Rata Share of such payment on such Business Day. If
Agent receives any payment for the account of Lenders after 11:00 a.m. Connecticut time
on any Business Day, Agent shall pay to each applicable Lender such Lenders Pro Rata
Share of such payment on the next Business Day.(b)
    
    Return of Payments.(i) If Agent pays an amount to a Lender under this Agreement in the belief or
expectation that a related payment has been or will be received by Agent from a Loan
Party and such related payment is not received by Agent, then Agent will be entitled
to recover such amount (including interest accruing on such amount at the Federal
Funds Rate for the first Business Day and thereafter, at the rate otherwise
applicable to such
Obligation) from such Lender on demand without setoff, counterclaim or deduction of
any kind.(ii) If Agent determines at any time that any amount received by Agent under this
Agreement must be returned to a Loan Party or paid to any other person pursuant to
any insolvency law or otherwise, then, notwithstanding any other term or condition
of this Agreement or any other Debt Document, Agent will not be required to
distribute any portion thereof to any Lender. In addition, each Lender will repay
to Agent on demand any portion of such amount that Agent has distributed to such
Lender, together with interest at such rate, if any, as Agent is required to pay to
such Loan Party or such other person, without setoff, counterclaim or deduction of
any kind.(c)
    
    [Intentionally omitted.](d)
    
    Dissemination of Information. Agent shall use reasonable efforts to
provide Lenders with any notice of Default or Event of Default received by Agent from,
or delivered by Agent to Borrower, with notice of any Event of Default of which Agent
has actually become aware and with notice of any action taken by Agent following any
Event of Default; provided that Agent shall not be liable to any Lender for any
failure to do so, except to the extent that such failure is attributable to Agents
gross negligence or willful misconduct as finally determined by a court of competent
jurisdiction. Lenders acknowledge that Borrower is required to provide financial
statements to Lenders in accordance with Section 6.3 hereto and agree that Agent shall
have no duty to provide the same to Lenders.(e)
    
    Actions in Concert. Anything in this Agreement to the contrary
notwithstanding, each Lender hereby agrees with each other Lender that no Lender shall
take any action to protect or enforce its rights against the Loan Parties or the
Collateral arising out of this Agreement, the Notes or any other Debt Documents
(including exercising any rights of setoff) without first obtaining the prior written
consent of Agent and Requisite Lenders, it being the intent of Lenders that any such
action to protect or enforce rights under this Agreement and the Notes shall be taken
in concert and at the direction or with the consent of Agent and Requisite Lenders.
 -27-




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10. MISCELLANEOUS.
 Assignment. Assignment Agreement
 Note Register
 Qualified Assignee provided
 -28-




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##### 



Notices. Business Day
 Correction of Debt Documents.
 Performance.
 Payment of Fees and Expenses.
 Indemnity. Indemnitee
 Rights Cumulative.
 -29-




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##### 



Entire Agreement; Amendments, Waivers.
 (a)
    
    This Agreement and the other Debt Documents constitute the entire agreement
between the parties with respect to the subject matter hereof and thereof and supersede
all prior understandings (whether written, verbal or implied) with respect to such
subject matter. Section headings contained in this Agreement have been included for
convenience only, and shall not affect the construction or interpretation of this
Agreement.(b)
    
    Except for actions expressly permitted to be taken by Agent, no amendment,
modification, termination or waiver of any provision of this Agreement or any other
Debt Document, or any consent to any departure by Borrower therefrom, shall in any
event be
effective unless the same shall be in writing and signed by Agent, Borrower and
Lenders having more than 60% of the aggregate outstanding principal amount of the
Term Loan (the Requisite Lenders); provided, however, that so long
as a party that is a Lender hereunder on the Closing Date does not assign any
portion of its Term Loan, such Lender shall be deemed to be a Requisite Lender.
Except as set forth in clause (c) below, all such amendments, modifications,
terminations or waivers requiring the consent of any Lenders shall require the
written consent of Requisite Lenders.(c)
    
    No amendment, modification, termination or waiver of any provision of this
Agreement or any other Debt Document shall, unless in writing and signed by Agent and
each Lender directly affected thereby: (i) increase or decrease any Commitment of any
Lender or increase or decrease the Total Commitment (which shall be deemed to affect
all Lenders), (ii) reduce the principal of or rate of interest on any Obligation or the
amount of any fees payable hereunder, (iii) postpone the date fixed for or waive any
payment of principal of or interest on any Term Loan, or any fees hereunder, (iv)
release all or substantially all of the Collateral, or consent to a Transfer of all or
substantially all of the Intellectual Property, in each case except as otherwise
expressly permitted in the Debt Documents, (v) subordinate the lien granted in favor of
the Agent securing the Obligations, (vi) release a Loan Party from, or consent to a
Loan Partys assignment or delegation of, such Loan Partys obligations hereunder and
under the other Debt Documents or (vii) amend, modify, terminate or waive Section 8.4,
10.8(b), 10.8(c) or the definition of Pro Rata Share; provided that all
Lenders shall be deemed to be directly affected by the matters set forth in the
preceding clauses (iv), (vi) and (vii).(d)
    
    Notwithstanding any provision in this Section 10.8 to the contrary, no
amendment, modification, termination or waiver affecting or modifying the rights or
obligations of Agent hereunder shall be effective unless signed by Borrower, Agent and
Requisite Lenders.(e)
    
    Subject to the terms and conditions of this Section 10.8, if Agent receives a
written notice from Borrower requesting the consent of the Requisite Lenders to a
proposed acquisition by Borrower that is not permitted under Section 7.5, then, on or
before the 30th day after the date on which Agent receives such notice (the
Response Date), Agent shall advise Borrower in writing whether the consent of
the Requisite Lenders to such acquisition has been obtained (the Response);
provided that if Borrower does not receive a Response from Agent on or prior to
the Response Date, Agent and all Lenders shall be deemed to have not consented
to such acquisition.
 -30-




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##### 



Binding Effect.  provided
 Use of Logo.
 Waiver of Jury Trial.
 -31-




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##### 



Governing Law.
 Confidentiality
 Counterparts.
 [ Signature Page Follows ]
 -32-




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##### 



IN WITNESS WHEREOF,
 BORROWER:
    
    
    
    GUARANTOR:ENTREMED, INC.,
    
    
    
    MIIKANA THERAPEUTICS, INC.,a Delaware corporation
    
    
    
    a Delaware corporationBy:
    
    
    
    
    
    By:Name: James S. Burns
    
    
    
    
    
    Name: James S. BurnsTitle: President and Chief Executive Officer
    
    
    
    
    
    Title: President and Chief Executive OfficerAddress for notices for all Loan Parties:EntreMed, Inc.9640 Medical Center DriveRockville, MD 20850Attention: Dane R. SaglioPhone: (240)864-2651Facsimile: (240)864-2624With a copy to:Cynthia Wong HuVice President, General Counsel & SecretaryEntremed, Inc.9640 Medical Center DriveRockville, Maryland 20850Phone: (240) 864-2781Facsimile: (240) 864-2624




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AGENT AND LENDER:GENERAL ELECTRIC CAPITAL CORPORATIONBy:Name:Title:

    Duly Authorized SignatoryAddress For Notices:General Electric Capital Corporationc/o GE Healthcare Financial Services, Inc., LSF83 Wooster Heights Road, Fifth FloorDanbury, Connecticut 06810Attention: Senior Vice President of RiskPhone: (203) 205-5200Facsimile: (203) 205-2192With a copy to:General Electric Capital Corporationc/o GE Healthcare Financial Services, Inc.Two Bethesda Metro Center, Suite 600Bethesda, Maryland 20814Attention: General CounselPhone: (301) 961-1640Facsimile: (301) 664-9866




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LENDER:MERRILL LYNCH CAPITAL, a division of Merrill Lynch
Business Financial Services Inc., a Delaware corporationBy:Name:Title:Address For Notices:222 N. LaSalle Street, 16th FloorChicago, Illinois 60601Attention: Account Manager for MLC-HCF
EntreMed transaction (Colleen Sullivan)Phone: 312-750-6293Facsimile: 1-866-231-8408With copies to:Merrill Lynch Capital222 N. LaSalle Street, 16th FloorChicago, Illinois 60601Attention: Group Senior Transaction
Attorney, Healthcare FinancePhone: 800-495-1806Facsimile: (312) 499-3245andMerrill Lynch Capital7700 Wisconsin Ave., Suite 400Bethesda, Maryland 20814Attention: Group Senior Transaction
Attorney, Healthcare FinancePhone: 800-495-1806Facsimile: (866) 341-9053




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LENDER:OXFORD FINANCE CORPORATIONBy:Name:Title:Address For Notices:Oxford Finance Corporation133 North Fairfax StreetAlexandria, VA 22314Attention: Timothy A. LexExecutive Vice
President & Chief Operating OfficerPhone: 703-519-6017Facsimile: 703-519-6010




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##### 



SCHEDULE A  COMMITMENTS
 Name of Lender
    
    Commitment of such Lender
    
    Pro Rata ShareGeneral Electric Capital
Corporation
    
    $
    10,000,000.00
    
    
    
    50
    %Merrill Lynch Capital
    
    $
    5,000,000.00
    
    
    
    25
    %Oxford Finance Corporation
    
    $
    5,000,000.00
    
    
    
    25
    %TOTAL
    
    $
    20,0000,000.00
    
    
    
    100
    %