exv10w61



 






Exhibit 10.61




GE
Healthcare Financial Services

Life Science Finance

1901 Main Street,
7th
Floor

Irvine, CA 92614

949-477-1518 / FAX: 866-288-7998




November 18, 2005




CONFIDENTIAL LOAN PROPOSAL FOR




 





Cytokinetics, Inc.




 





Submitted
By: Todd Cortell





 









 








Cytokinetics, Inc.
 





Term Sheet




	 	 	 
	Transaction:
	 	Loan
	 	 	 
	Borrower:
	 	Cytokinetics, Inc.
	 	 	 
	Guarantor:
	 	None
	 	 	 
	Lender:
	 	General Electric Capital Corporation its affiliates or its

assignee (“GE Capital”)
	 	 	 
	Loan Amount:
	 	$2,772,262
	 	 	 
	Equipment (Collateral):
	 	All “collateral” described in the Master Security Agreement between the parties dated February 2,
2001, as amended January 1, 2005 (the “MSA”), in accordance with the concentration requirements
set forth in the Equipment Concentration Rider dated September 13, 2005. All such Equipment must
be acceptable to GE Capital and located at Company owned or leased facilities within the
continental United States.
	 	 	 
	Additional Consideration:
	 	Borrower shall provide Lender with a security deposit in the amount of fifty percent (50.0%) of
the Loan Amount (required at the time of funding a Schedule). The security deposit will bear no
interest. Lender shall reduce the security deposit to fifty percent (50.0%) of the outstanding
principal balance semi-annually on January 1st and July 1st until the loan
expires.
	 	 	 
	Loan Payments:
	 	60 payments of Principal and Interest @ $51,683.33 per month. Payment Factor of 1.864302% based
upon an Interest Rate of 4.50%.
	 	 	 
	Loan Term & Interval:
	 	60 Months, Arrears
	 	 	 
	Anticipated Funding Period:
	 	Through December 31, 2006.
	 	 	 
	Financial Covenants:
	 	None
	 	 	 
	Negative Covenants:
	 	None
	 	 	 
	Stock Warrants:
	 	None
	 	 	 
	Funding Frequency:
	 	Equipment that is financed within 90 days of the invoice date is considered new. Equipment
that is older than 90 days will be financed based on the standard LSTF Depreciation Guidelines
per the table below:






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Days from Invoice Date to Funding Date
	 	 	0-120 days	 	120-150	 	Increment per 30 day period
	Lab & Scientific

	 	 	0	 	 	 	10	%	 	 	2.50	%
	Computers, Furniture & Fixtures

	 	 	0	 	 	 	12	%	 	 	3	%






 




					
	 


	
CONFIDENTIAL

GE Capital Corporation

Life Science Finance
	 	2
	 	11/18/05







 









 








Cytokinetics, Inc.
 





GENERAL TERMS AND CONDITIONS



Our proposal contains the following provisions and the Loan Payments we propose are specifically
based upon these provisions and our assumptions.





	1.	 	MAINTENANCE AND INSURANCE: All maintenance and insurance (fire and theft, extended coverage and liability)
are the responsibility of the Company. Company will be responsible for
maintaining in force, all risk damage, and liability insurance in amounts and coverages
satisfactory to GE Capital.
	 
	2.	 	DOCUMENTATION: GE Capital’s current standard loan documentation for this type of
collateralized loan will be used.
	 
	3.	 	INDEXING: The following rates are based upon various economic assumptions, including
the
maintenance of the five (5) year Treasury Constant Maturities rate, currently 3.32% (as
published in the Federal Reserve Statistical Release Report H.15). Should the rate increase
or decrease prior to any schedule commencement, the lease rates for those schedules shall
increase or decrease by an equal amount.
	 
	4.	 	TRANSACTION COSTS: By execution and return of this proposal letter, the Company will
be responsible for (i) all of its closing costs, (ii) all out of pocket fees and expenses incurred by
GE Capital in connection with the Financing under consideration including, without limitation,
actual out-of-pocket expenses associated with engagement of outside counsel, UCC
searches and filings costs, inspection and appraisal fees and similar costs, and (iii) the
Company waives any right to a jury trial in any action or proceeding brought against GE
Capital. The Company will indemnify and hold harmless GE Capital and its affiliates, officers,
directors, employees and agents (each, an “Indemnified Person”) against all claims, costs,
damages, liabilities and expenses (each, a “Claim”) that may be incurred by or asserted
against any of them in connection with this Term Sheet and proposal or the matters
contemplated herein, except to the extent arising from the negligence, gross negligence,
willful misconduct or failure to comply with applicable law by any Indemnified Person. The
foregoing indemnification obligation is subject to the following: GE Capital will promptly notify
the Company in writing of any Claim in respect of which any Indemnified Person intends to
claim such indemnification. GE Capital will permit, and will cause each Indemnified Person
seeking indemnification hereunder to permit, the Company at its discretion to settle any such
Claim, and GE Capital agrees, on its own behalf and on behalf of each Indemnified Person,
to the complete control of such defense or settlement by the Company. Notwithstanding the
foregoing, the Company will not enter into any settlement that would adversely affect such
Indemnified Person’s rights hereunder or impose any obligations on such Indemnified Person
in addition to those set forth herein in order for it to exercise such rights without such
Indemnified Person’s prior written consent, which will not be unreasonably withheld or
delayed. No such action, claim or other matter will be settled without the prior written
consent of the Company, which will not be unreasonably withheld or delayed. Such
Indemnified Person will cooperate fully with the Company and its legal representatives in the
investigation and defense of any action, claim or other matter covered by the indemnification
obligations of this Section. The Indemnified Person will have the right, but not the obligation,
to be represented in such defense by counsel of its own selection and at its own expense.
The Company will not be responsible for any attorneys’ fees or other costs incurred other
than as provided herein.





 




					
	 


	
CONFIDENTIAL

GE Capital Corporation

Life Science Finance
	 	3
	 	11/18/05






 









 






Cytokinetics, Inc.
 






	5.	 	ELECTRONIC PAYMENT SYSTEM: GE Capital’s standard payment collection method is
through an electronic payment system. An enrollment form will be provided with Loan
documentation.
	 
	6.	 	CONFIDENTIALITY: This proposal letter is being provided to the Company on a
confidential
basis. Except as required by law, this proposal nor its contents, nor any communications
or
information shared between the parties, may be disclosed, except to individuals who are the
each party’s respective officers, employees or advisors who have a need to know of such
matters and then only on the condition that such matters remain confidential. In addition,
none
of such persons shall, except as required by law, use the name of, or refer to the other
party, in
any correspondence, discussions, advertisement, press release or disclosure made in
connection with the transaction contemplated herein without the prior written consent of
such
other party.
	 
	7.	 	EXPIRATION: This proposal shall expire on January 31, 2006, if GE Capital has not
received
your acceptance hereof by such date.





 




					
	 


	
CONFIDENTIAL

GE Capital Corporation

Life Science Finance
	 	4
	 	11/18/05







 









 








Cytokinetics, Inc.
 





     This proposal expresses GE Capital’s willingness to seek internal approval for the
transaction contemplated herein. By signing and returning this letter both parties acknowledge
that: The above proposed terms and conditions do not constitute a commitment by GE Capital, (ii) GE
Capital’s senior management may seek changes to the above terms and conditions, and (iii) GE
Capital may decline further consideration of this transaction at any point in the approval process.
GE Capital’s agreement to fund the proposed transaction remains subject to and would be preceded by
completion of a legal and business due diligence, as well as collateral and credit review and
analysis, all with results satisfactory to GE Capital and the closing of and initial funding under
such transaction would be conditioned upon the prior execution and delivery of final legal
documentation and all conditions precedent acceptable to GE Capital and its counsel and no Material
Adverse Change as defined in Amendment NO.1 to the MSA dated January 1, 2005. For transactions that
contemplate more that one funding, GE Capital’s obligation to make each such subsequent funding
would be subject to confirmation that no Material Adverse Change has occurred.



PROPOSAL ACCEPTED BY:




Cytokinetics, Inc.




	 	 	 	 	 
	Name:

	 	/s/ Sharon Surrey-Barbari
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Title:

	 	SVP Finance: CFO
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Date:

	 	1 • 18 • 06
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Federal Tax ID#:

	 	94-3291317
	 	 
	 

	 	 	 	 





	 	 	 	 	 
	Email:

	 	sbarbari@cytokinetics.com
	 	 
	 

	 	 	 	 





Approved

Legal

MW

1/18/06




 




					
	 


	
CONFIDENTIAL

GE Capital Corporation

Life Science Finance
	 	5
	 	11/18/05