EX-10.19



 Exhibit 10.19 
 LOAN AND SECURITY AGREEMENT 
 THIS LOAN AND SECURITY AGREEMENT (as
the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of March 5, 2013 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company
(“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a
Lender (each a “Lender” and collectively, the “Lenders”), and DURATA THERAPEUTICS HOLDING C.V., a limited partnership (commanditaire vennootschap) organized under the laws of the Netherlands (“Durata
C.V.”) and DURATA THERAPEUTICS INTERNATIONAL B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat
(statutaire zetel) in Amsterdam, the Netherlands, and which is registered with the Chamber of Commerce of Amsterdam under registration number 55527221 (“Durata B.V.”; and, individually and collectively, jointly and severally
with Durata C.V., “Borrower”), and DURATA THERAPEUTICS, INC., a Delaware corporation (“Parent” and, collectively with Borrower, each a “Credit Party” and collectively, the “Credit
Parties”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows: 
  

	1.	ACCOUNTING AND OTHER TERMS 

 1.1 Accounting terms not defined in this Agreement shall be construed in accordance with GAAP. Calculations and determinations must be made in accordance with GAAP. Capitalized terms not otherwise
defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. All
references to “Dollars” or “$” are United States Dollars, unless otherwise noted. 
  

	2.	LOANS AND TERMS OF PAYMENT 

 2.1 Promise to Pay. Borrower hereby unconditionally promises to pay each Lender, the outstanding principal amount of all Term Loans advanced to Borrower by such Lender and accrued and unpaid
interest thereon and any other amounts due hereunder as and when due in accordance with this Agreement. 
 2.2 Term
Loans. 
 (a) Availability. (i) Subject to the terms and conditions of this Agreement, the Lenders agree,
severally and not jointly, during the First Draw Period, to make term loans to Borrower in an aggregate amount of Ten Million Dollars ($10,000,000.00) according to each Lender’s Term A Loan Commitment as set forth on Schedule 1.1
hereto (such term loans are hereinafter referred to singly as a “Term A Loan”, and collectively as the “Term A Loans”). After repayment, no Term A Loan may be re-borrowed. 

(ii) Subject to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, during the Second Draw Period,
to make term loans to Borrower in an aggregate amount up to Ten Million Dollars ($10,000,000.00) according to each Lender’s Term B Loan Commitment as set forth on Schedule 1.1 hereto (such term loans are hereinafter referred to
singly as a “Term B Loan”, and collectively as the “Term B Loans”; each Term A Loan or Term B Loan is hereinafter referred to singly as a “Term Loan” and the Term A Loans
and the Term B Loans are hereinafter referred to collectively as the “Term Loans”). After repayment, no Term B Loan may be re-borrowed. 

(b) Repayment. Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of each Term Loan, and
continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly
interest payment otherwise due for the period between the Funding Date of such Term Loan and the first Payment Date thereof. Commencing on the Amortization Date, and continuing on the Payment Date of each month thereafter, Borrower shall make
consecutive equal monthly payments of principal and interest, in arrears, to each Lender, as calculated by Collateral Agent (which calculations shall be deemed correct absent manifest error) based upon: (1) the amount of


  
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such Lender’s Term Loan, (2) the effective rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to thirty (30) months. All unpaid
principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on the Maturity Date. Each Term Loan may only be prepaid in accordance with Sections 2.2(c) and 2.2(d). 

(c) Mandatory Prepayments. If the Term Loans are accelerated following the occurrence of an Event of Default, Borrower shall
immediately pay to Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of: (i) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment
date, (ii) the Final Payment, (iii) the Prepayment Fee, plus (iv) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding
(but without duplication with) the foregoing, on the Maturity Date, if the Final Payment had not previously been paid in full in connection with the prepayment of the Term Loans in full, Borrower shall pay to Collateral Agent, for payment to each
Lender in accordance with its respective Pro Rata Share, the Final Payment in respect of the Term Loan(s). No Prepayment Fee shall be required in connection with any mandatory prepayment pursuant to Section 6.5 hereof. 

(d) Permitted Prepayment of Term Loans. Borrower shall have the option to prepay all, but not less than all, of the Term Loans
advanced by the Lenders under this Agreement, provided Borrower (i) provides written notice to Collateral Agent of its election to prepay the Term Loans at least ten (10) days prior to such prepayment, and (ii) pays to the Lenders on
the date of such prepayment, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loans plus accrued and unpaid interest thereon through the prepayment
date, (B) the Final Payment, (C) the Prepayment Fee, plus (D) all other Obligations that are due and payable, including Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. 

2.3 Payment of Interest on the Credit Extensions. 
 (a) Interest Rate. Subject to Section 2.3(b), the principal amount outstanding under the Term Loans shall accrue interest at a fixed per annum rate (which rate shall be fixed for the duration
of the applicable Term Loan) equal to the Basic Rate, determined by Collateral Agent on the Funding Date of the applicable Term Loan, which interest shall be payable monthly in arrears in accordance with Sections 2.2(b) and 2.3(e). Interest
shall accrue on each Term Loan commencing on, and including, the Funding Date of such Term Loan, and shall accrue on the principal amount outstanding under such Term Loan through and including the day on which such Term Loan is paid in full.

 (b) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall
accrue interest at a fixed per annum rate equal to the rate that is otherwise applicable thereto plus five percentage points (5.00%) (the “Default Rate”). Payment or acceptance of the increased interest rate provided in this
Section 2.3(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Collateral Agent. 

(c) 360-Day Year. Interest shall be computed on the basis of a three hundred sixty (360) day year consisting of twelve
(12) months of thirty (30) days. 
 (d) Debit of Accounts. Collateral Agent and each Lender may debit (or ACH)
any deposit accounts, maintained by Borrower, including the Designated Deposit Account, for principal and interest payments or any other amounts Borrower owes the Lenders under the Loan Documents when due. Collateral Agent and each Lender may debit
any deposit accounts maintained by any Guarantor if Borrower or any Guarantor has failed to satisfy the Obligations hereunder or under any of the Guaranty Documents. Any such debits (or ACH activity) shall not constitute a set-off. Without limiting
the foregoing, Collateral Agent shall use commercially reasonable efforts to promptly notify Parent of any amounts (other than principal and interest payments) debited from Borrower’s deposit accounts in respect of this Agreement. 

(e) Payments. Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to
the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is 

  
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payable monthly in arrears on the Payment Date of each month. Payments of principal and/or interest received after 12:00 noon Eastern time are considered received at the opening of business on
the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower
hereunder or under any other Loan Document, including payments of principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in
immediately available funds. 
 2.4 Secured Promissory Notes. The Term Loans shall be evidenced by a Secured Promissory
Note or Notes in the form attached as Exhibit D hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower irrevocably authorizes each Lender to make or cause to be made,
on or about the Funding Date of any Term Loan or at the time of receipt of any payment of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record reflecting the making of
such Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of each Term Loan set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and
unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory Note Record shall not limit or otherwise affect the obligations of Borrower under any Secured Promissory Note or
any other Loan Document to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note
(and including customary lost note indemnification provisions), Borrower shall issue, in lieu thereof, a replacement Secured Promissory Note in the same principal amount thereof and of like tenor. 

2.5 Fees. Borrower shall pay to Collateral Agent: 
 (a) Facility Fee. A fully earned, non-refundable facility fee of One Hundred Fifty Thousand Dollars ($150,000.00) to be shared between the Lenders pursuant to their respective Commitment
Percentages payable on the Effective Date; 
 (b) Final Payment. The Final Payment, when due hereunder, to be shared
between the Lenders in accordance with their respective Pro Rata Shares; 
 (c) Prepayment Fee. The Prepayment Fee, when
due hereunder, to be shared between the Lenders in accordance with their respective Pro Rata Shares; and 
 (d) Lenders’
Expenses. All Lenders’ Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due. 

2.6 Withholding. Payments received by the Lenders from Borrower hereunder will be made free and clear of and without deduction for
any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto).
Specifically, however, if at any time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction from any such payment or other sum payable hereunder to the Lenders,
Borrower hereby covenants and agrees that the amount due from Borrower with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making of such required withholding or deduction,
each Lender receives a net sum equal to the sum which it would have received had no withholding or deduction been required and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority; provided, that a Lender
that shall have become a Lender pursuant to a Lender Transfer shall be entitled to receive only such additional amounts as such Lender’s assignor would have been entitled to receive pursuant to this Section 2.6. Borrower will, upon
request, furnish the Lenders with proof reasonably satisfactory to the Lenders indicating that Borrower has made such withholding payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such
withholding payment is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower. The agreements and obligations of Borrower contained in this Section 2.6 shall
survive the termination of this Agreement. 

  
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	3.	CONDITIONS OF LOANS 


3.1 Conditions Precedent to Initial Credit Extension. Each Lender’s obligation to make a Term A Loan is subject to the
condition precedent that Collateral Agent and each Lender shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents, and completion of such other matters, as Collateral Agent and
each Lender may reasonably deem necessary or appropriate, including, without limitation: 
 (a) original Loan Documents, each
duly executed by each Credit Party and each of their Subsidiaries, as applicable; 
 (b) duly executed original Control
Agreements with respect to any Collateral Accounts maintained by Parent and each Guarantor, to the extent required under Section 6.6 hereof; 
 (c) duly executed original Secured Promissory Notes in favor of each Lender according to its Term A Loan Commitment Percentage; 
 (d) the certificate(s) for the Shares, together with Assignment(s) Separate from Certificate, duly executed in blank; 
 (e) the Operating Documents and, if this concept exists in the relevant jurisdiction, good standing certificates of each Credit Party and each of their Subsidiaries, certified by the Secretary of State
(or equivalent agency) of Parent’s, Borrower’s and each Subsidiaries’ jurisdiction of organization, incorporation or formation and each jurisdiction in which each Credit Party and each of their Subsidiaries is qualified to conduct
business, each as of a date no earlier than thirty (30) days prior to the Effective Date; 
 (f) the Guaranty
Documents, duly executed by each Guarantor; 
 (g) a completed Perfection Certificate for each Credit Party and each of their
Subsidiaries; 
 (h) the Annual Projections, for the current calendar year; 

(i) duly executed original officer’s certificate for each Credit Party and each of their Subsidiaries that is a party to the Loan
Documents, in a form acceptable to Collateral Agent and the Lenders; 
 (j) certified copies, dated as of date no earlier than
thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing
statements either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will be terminated or released; 
 (k) a landlord’s consent executed in favor of Collateral Agent in respect of all of Parent’s, Borrower’s and each Guarantor’s leased locations as of the Effective Date, as applicable;

 (l) a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Parent, Borrower or any
Guarantor maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), provided that no bailee waiver shall be required for any location where Collateral is maintained for sixty (60) days or less as
set forth in Section 6.11 hereof; 
 (m) a duly executed legal opinion of counsel to each Credit Party and each of their
Subsidiaries which is party to a Loan Document, dated as of the Effective Date; 
 (n) evidence satisfactory to Collateral Agent
and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for
the ratable benefit of the Lenders; 

  
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 (o) a copy of any applicable Registration Rights Agreement or Investors’ Rights
Agreement of Parent, and any amendments thereto; 
 (p) a subordination agreement, duly executed by each holder of Subordinated
Debt; 
 (q) the Intercompany Note, legended and/or endorsed to Collateral Agent; and 

(r) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof. 

3.2 Conditions Precedent to all Credit Extensions. The obligation of each Lender to make each Credit Extension, including the
initial Credit Extension, is subject to the following conditions precedent: 
 (a) receipt by Collateral Agent of an executed
Disbursement Letter in the form of Exhibit B attached hereto; 
 (b) the representations and warranties in
Section 5 hereof shall be true, accurate and complete in all material respects on the date of the Disbursement Letter and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable
to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and
complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the
representations and warranties in Section 5 hereof are true, accurate and complete in all material respects; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date;

 (c) in such Lender’s sole but reasonable discretion, there has not been any Material Adverse Change or any material
adverse deviation by Borrower from the Annual Projections of Borrower presented to and accepted by Collateral Agent and each Lender; 
 (d) to the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes and Warrants, in number, form and content acceptable to each Lender, and in favor of each Lender
according to its Commitment Percentage, with respect to each Credit Extension made by such Lender after the Effective Date; and 

(e) payment of the fees and Lenders’ Expenses then due as specified in Section 2.5 hereof. 

3.3 Covenant to Deliver. Borrower agrees to deliver to Collateral Agent and the Lenders each item required to be delivered to
Collateral Agent under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Collateral Agent or any Lender of any such item shall not constitute a waiver by
Collateral Agent or any Lender of Borrower’s obligation to deliver such item, and any such Credit Extension in the absence of a required item shall be made in each Lender’s sole discretion. 

3.4 Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of a Term Loan
set forth in this Agreement, to obtain a Term Loan (other than the Term A Loan), Borrower shall notify the Lenders (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time three (3) Business
Days prior to the date the Term Loan is to be made. Together with any such electronic, facsimile or telephonic notification, Borrower shall deliver to the Lenders by electronic mail or facsimile a completed Disbursement Letter executed by a
Responsible Officer or his or her designee. The Lenders may rely on any telephone notice given by a person whom a Lender reasonably believes is a Responsible Officer or designee. On the Funding Date, each Lender shall credit and/or transfer (as
applicable) to the Designated Deposit Account, an amount equal to its Term Loan Commitment. 

  
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	4.	CREATION OF SECURITY INTEREST 

 4.1 Grant of Security Interest. Borrower hereby grants Collateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance in full of all of the Obligations, a
continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower
represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (to the extent possible under the laws of the jurisdiction of its
location), subject only to Permitted Liens that are permitted by the terms of this Agreement to have priority to Collateral Agent’s Lien. If Borrower shall acquire a commercial tort claim (as defined in the Code), Borrower, shall promptly
notify Collateral Agent in a writing signed by Borrower, as the case may be, of the general details thereof (and further details as may be required by Collateral Agent) and grant to Collateral Agent, for the ratable benefit of the Lenders, in such
writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Collateral Agent. 

If this Agreement is terminated, Collateral Agent’s Lien in the Collateral shall continue until the Obligations (other than inchoate
indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation to make Credit Extensions has terminated, Collateral
Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral and all rights therein shall revert to Borrower. 
 4.2 Authorization to File Financing Statements. Borrower hereby authorizes Collateral Agent to file financing statements or take any other action required to perfect Collateral Agent’s
security interests in the Collateral, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan Documents, including a notice that any disposition of the
Collateral, except to the extent permitted by the terms of this Agreement, by Borrower, or any other Person, shall be deemed to violate the rights of Collateral Agent under the Code. 

4.3 Pledge of Collateral. Borrower hereby pledges, assigns and grants to Collateral Agent, for the ratable benefit of the Lenders,
a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all
other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. On the Effective Date, or, to the extent not certificated as of the Effective Date, within ten (10) days of the certification of any Shares,
the certificate or certificates for the Shares will be delivered to Collateral Agent, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares, Borrower
shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Collateral Agent may effect the
transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Collateral Agent and cause new (as applicable) certificates representing such securities to be issued in the name of Collateral Agent or
its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Collateral Agent may reasonably request to perfect or continue the perfection of Collateral Agent’s security interest in the
Shares. Unless an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote
shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give
consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default. 
  

	5.	REPRESENTATIONS AND WARRANTIES 

 Parent and each Borrower represents and warrants to Collateral Agent and the Lenders as follows at all times: 
 5.1 Due Organization, Authorization: Power and Authority. Each Credit Party is duly existing and, if this concept exists in the relevant jurisdiction, in good standing as a Registered Organization
in its 

  
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jurisdictions of organization, incorporation or formation and each Credit Party is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its
businesses or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. Each of Parent’s Subsidiaries is duly existing and, if this concept
exists in the relevant jurisdiction, in good standing as a Registered Organization, in its jurisdictions of organization or formation and each of Parent’s Subsidiaries is qualified and licensed to do business and is in good standing in any
jurisdiction in which the conduct of its businesses or its ownership of property requires that it be qualified except, in each case, where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection with
this Agreement, each Credit Party and each of their Subsidiaries has delivered to Collateral Agent a completed perfection certificate signed by a duly authorized managing director, general partner of other officer of Parent, Borrower or such
Subsidiary (each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Each of Parent and Borrower represents and warrants that (a) each Credit Party and each of their Subsidiaries’
exact legal name is that which is indicated on its respective Perfection Certificate and on the signature page of each Loan Document to which it is a party; (b) each Credit Party and each of their Subsidiaries is an organization of the type and
is organized or incorporated in the jurisdiction set forth on its respective Perfection Certificate; (c) each Perfection Certificate accurately sets forth each of Borrower’s and its Subsidiaries’ organizational identification number
or accurately states that Borrower or such Subsidiary has none; (d) each Perfection Certificate accurately sets forth Borrower’s and each of its Subsidiaries’ place of business, or, if more than one, its chief executive office as well
as Borrower’s and each of its Subsidiaries’ mailing address (if different than its chief executive office); (e) except as disclosed on the Perfection Certificates, each Credit Party and each of their Subsidiaries (and each of its
respective predecessors) have not, in the past five (5) years, changed its jurisdiction of organization, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth
on the Perfection Certificates pertaining to each Credit Party and each of their Subsidiaries, is accurate and complete (it being understood and agreed that each Credit Party and each of their Subsidiaries may from time to time update certain
information in the Perfection Certificates (including the information set forth in clause (d) above) after the Effective Date to the extent permitted by one or more specific provisions in this Agreement which updates may be provided by Parent
to Collateral Agent contemporaneously with the delivery of the Compliance Certificate delivered by Parent pursuant to Section 6.2 relating to the fiscal quarter in which such change(s) occurs; the Collateral Agent and Lenders acknowledge that
until the Perfection Certificates are so updated (and provided the perfection Certificates are so updated as required pursuant to this clause) the Perfection Certificates shall not be deemed inaccurate or incomplete); such updated Perfection
Certificates subject to the review and approval of Collateral Agent. If any Credit Party or any of their Subsidiaries is not now a Registered Organization but later becomes one, Borrower shall notify Collateral Agent of such occurrence and provide
Collateral Agent with such Person’s organizational identification number within five (5) Business Days of receiving such organizational identification number. 
 The execution, delivery and performance by each Credit Party and each of their Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of
Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable thereto,
(iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or such Subsidiary, or any of their property or assets may be bound or
affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect)
or are being obtained pursuant to Section 6.1(b), or (v) constitute an event of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither Borrower nor any of its
Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets is bound in which such default could reasonably be expected to have a Material Adverse Change. 

5.2 Collateral. 
 (a) Each Credit Party and each of their Subsidiaries have good title to, have rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien under the Loan
Documents, free and clear of any and all Liens except Permitted Liens, and neither Borrower nor any of its Subsidiaries have any Deposit Accounts, Securities Accounts, Commodity Accounts or other investment accounts other than the Collateral
Accounts or the other investment accounts, if any, described in the Perfection Certificates delivered to Collateral 

  
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Agent in connection herewith with respect of which Borrower or such Subsidiary has given Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected
security interest therein (to the extent required pursuant to Section 6.6 hereof). The Accounts are bona fide, existing obligations of the Account Debtors. 
 (b) On the Effective Date, and except as disclosed on the Perfection Certificates (i) the Collateral is not in the possession of any third party bailee (such as a warehouse), and (ii) no such
third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand Dollars ($250,000.00). None of the components of the Collateral shall be maintained at locations other than as disclosed in the Perfection Certificates
on the Effective Date or as permitted pursuant to Section 6.11. 
 (c) All Inventory is in all material respects of good
and marketable quality, free from material defects. 
 (d) Each Credit Party and each of their Subsidiaries is the sole owner of
the Intellectual Property each respectively purports to own, free and clear of all Liens other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to, nor is bound by, any
material license or other material agreement with respect to which Borrower or such Subsidiary is the licensee that (i) prohibits or otherwise restricts any Credit Party or any of their Subsidiaries from granting a security interest in
Borrower’s or such Subsidiaries’ interest in such material license or material agreement or any other property, or (ii) for which a default under or termination of could reasonably be expected to interfere with Collateral Agent’s
or any Lender’s right to sell any Collateral. Borrower shall provide written notice to Collateral Agent and each Lender within twenty (20) days after any Credit Party or any of their Subsidiaries entering into or becoming bound by any
material license or material agreement with respect to which Borrower or any Subsidiary is the licensee (other than open source, over the counter software, prepackaged software or other software that is available to the general public without
customization). Borrower shall, and shall cause its Subsidiaries to, take such commercially reasonable steps as Collateral Agent and any Lender requests to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for
(i) all material licenses or material agreements with respect to which Borrower or any Subsidiary is the licensee to be deemed “Collateral” and for Collateral Agent and each Lender to have a security interest in any such
material license or material agreement that might otherwise be restricted or prohibited by law or by the terms of any such material license or material agreement, whether now existing or entered into in the future, and (ii) Collateral Agent and
each Lender shall have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Collateral Agent’s and such Lender’s rights and remedies under this Agreement and the other Loan Documents.

 5.3 Litigation. Except as disclosed (i) on the Perfection Certificates, or (ii) in accordance with
Section 6.9 hereof, there are no actions, suits, investigations, or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against any Credit Party or any of their Subsidiaries involving more than Two
Hundred Fifty Thousand Dollars ($250,000.00). 
 5.4 No Material Deterioration in Financial Condition; Financial
Statements. All consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Parent and its
Subsidiaries, and the consolidated results of operations of Parent and its Subsidiaries. There has not been any material deterioration in the consolidated financial condition of Parent and its Subsidiaries since the date of the most recent financial
statements submitted to any Lender. 
 5.5 Solvency. Borrower is Solvent. Parent and its Subsidiaries, taken as a whole,
are Solvent. 
 5.6 Regulatory Compliance. Neither Borrower nor any of its Subsidiaries is an “investment
company” or a company “controlled” by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries is engaged as one of its important activities in extending
credit for margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Each Credit Party and each of their Subsidiaries has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor
any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding
Company Act of 2005. Neither Borrower nor any of its Subsidiaries has violated any laws, ordinances or rules, the 

  
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violation of which could reasonably be expected to have a Material Adverse Change. Neither Borrower’s nor any of its Subsidiaries’ properties or assets has been used by Borrower or such
Subsidiary or, to Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Each Credit Party and each of their
Subsidiaries has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted.

 None of Borrower, any of its Subsidiaries, or any of Borrower’s or its Subsidiaries’ Affiliates or any of their
respective agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of any Anti-Terrorism Law, (ii) engaging in or conspiring to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) is a Blocked Person. None of Borrower, any of its Subsidiaries, or to the knowledge of
Borrower and any of their Affiliates or agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any business or engages in making or receiving any contribution of funds,
goods or services to or for the benefit of any Blocked Person, or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive
order or other Anti-Terrorism Law. 
 5.7 Investments. Neither Borrower nor any of its Subsidiaries owns any stock,
shares, partnership interests or other equity securities except for Permitted Investments. 
 5.8 Tax Returns and Payments;
Pension Contributions. Each Credit Party and each of their Subsidiaries has timely filed all required tax returns and reports, and each Credit Party and each of their Subsidiaries, has timely paid all foreign, federal, state, and local taxes,
assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with
the following sentence. Each Credit Party and each of their Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings
promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the
Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed
for any of Borrower’s or such Subsidiaries’, prior tax years which could result in material additional taxes becoming due and payable by any Credit Party or any of their Subsidiaries. Each Credit Party and each of their Subsidiaries have
paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted
partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of any Credit Party or any of their Subsidiaries, including any liability
to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. 
 5.9 Use of
Proceeds. Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements in accordance with the provisions of this Agreement, and not for personal, family, household or
agricultural purposes. 
 5.10 Shares. Borrower has full power and authority to create a first lien on the Shares and no
disability or contractual obligation exists that would prohibit Borrower from pledging the Shares pursuant to this Agreement. To Borrower’s knowledge, there are no subscriptions, warrants, rights of first refusal or other restrictions on
transfer relative to, or options exercisable with respect to the Shares. The Shares have been and will be duly authorized and validly issued, and are fully paid and non-assessable. To Borrower’s knowledge, the Shares are not the subject of any
present or threatened suit, action, arbitration, administrative or other proceeding, and Borrower knows of no reasonable grounds for the institution of any such proceedings. 
 5.11 Full Disclosure. No written representation, warranty or other statement of any Credit Party or any of their Subsidiaries in any certificate or written statement given to Collateral Agent or
any Lender, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and 

  
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written statements given to Collateral Agent or any Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the
certificates or statements not misleading (it being recognized that the projections and forecasts provided by any Credit Party or any of their Subsidiaries in good faith and based upon reasonable assumptions are not viewed as facts and that actual
results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results). 
 5.12 Definition of “Knowledge.” For purposes of the Loan Documents, whenever a representation or warranty is made to any Credit Party’s knowledge or awareness, to the
“best of” any Credit Party’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable investigation, of the Responsible Officers. 

 

	6.	AFFIRMATIVE COVENANTS 

 Except as otherwise indicated below, each Credit Party shall, and shall cause each of its Subsidiaries to, do all of the following: 

6.1 Government Compliance. 
 (a) Maintain its and all its Subsidiaries’ legal existence and, if this concept exists in the relevant jurisdiction, good standing in their respective jurisdictions of organization or incorporation
and maintain qualification in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Change. Comply with all laws, ordinances and regulations to which any Credit Party or any of their
Subsidiaries is subject, the noncompliance with which could reasonably be expected to have a Material Adverse Change. 
 (b)
Obtain and keep in full force and effect, all of the Governmental Approvals necessary for the performance by Borrower and its Subsidiaries of their respective businesses and obligations under the Loan Documents and the grant of a security interest
to Collateral Agent for the ratable benefit of the Lenders, in all of the Collateral. Borrower shall no less than quarterly provide copies to Collateral Agent of any material Governmental Approvals obtained by any Credit Party or any of their
Subsidiaries. 
 6.2 Financial Statements, Reports, Certificates. 

(a) Parent shall deliver to each Lender: 
 (i) as soon as available, but no later than forty five (45) days after the last day of each fiscal quarter, a company prepared consolidated (and upon Collateral Agent’s request, consolidating)
balance sheet, income statement and cash flow statement covering the consolidated operations of the Parent and its Subsidiaries for such quarter certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent as fairly
presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes; 
 (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of
Parent’s fiscal year or within five (5) days of filing with the SEC, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent
certified public accounting firm acceptable to Collateral Agent in its reasonable discretion (provided that the Collateral Agent and the Lenders acknowledge that KPMG is an acceptable independent certified public accounting firm); 

 (iii) as soon as available after approval thereof by Parent’s Board of Directors, but no later than thirty one
(31) days after the last day of each of Parent’s fiscal years, Parent’s annual financial projections for the entire current fiscal year as approved by Parent’s Board of Directors, which such annual financial projections shall be
set forth in a month-by-month format, on a consolidated (and upon Collateral Agent’s request, consolidating) basis (such annual financial projections as originally delivered to Collateral Agent and the Lenders


  
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are referred to herein as the “Annual Projections”; provided that, any revisions of the Annual Projections approved by Parent’s Board of Directors shall be delivered to
Collateral Agent and the Lenders no later than seven (7) days after such approval and, the term “Annual Projections” shall include such revisions); 
 (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to Parent’s security holders or holders of Subordinated Debt; 

(v) prompt notice of any amendments of or other changes to the Operating Documents of any Credit Party or any of their Subsidiaries,
together with any copies reflecting such amendments or changes with respect thereto; 
 (vi) quarterly (unless an Event of
Default has occurred and is continuing, in which case, prompt) notice of (A) any material change in the composition of the Intellectual Property, (B) the registration of any copyright, including any subsequent ownership right of any Credit
Party or any of their Subsidiaries in or to any copyright, patent or trademark, including a copy of any such registration, and (C) Borrower’s knowledge of any event that could reasonably be expected to materially and adversely affect the
value of the Intellectual Property; 
 (vii) as soon as available, but no later than forty five (45) days after the last
day of each fiscal quarter, copies of the month-end account statements for each Collateral Account maintained by any Credit Party or any of their Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or
directly from the applicable institution(s); and 
 (viii) (other than confidential treatment requests) other financial
information as reasonably requested by Collateral Agent or any Lender. 
 Notwithstanding the foregoing, documents required to be delivered
pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Parent posts such
documents, or provides a link thereto, on Parent’s website on the internet at Parent’s website address. 
 (b)
Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than forty five (45) days after the last day of each fiscal quarter, deliver to each Lender, a duly completed Compliance
Certificate signed by a Responsible Officer. 
 (c) Keep proper books of record and account in accordance with GAAP in all
material respects, in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities. Each Credit Party shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of
the Credit Parties, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its
properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice every year unless
(and more frequently if) an Event of Default has occurred and is continuing. 
 6.3 Inventory; Returns. Keep all
Inventory in good and marketable condition, free from material defects. Returns and allowances between any Credit Party, or any of their Subsidiaries, and their respective Account Debtors shall follow such Credit Party’s, or such
Subsidiary’s, customary practices as they exist at the Effective Date. Parent must promptly notify Collateral Agent and the Lenders of any individual return, recovery, written dispute and written claim, in each case, related to finished goods
Inventory that involve more than Two Hundred Fifty Thousand Dollars ($250,000.00) based on the book value thereof. Borrower must notify Collateral Agent and the Lenders at least quarterly (within forty five (45) days after the last day of each
such quarter) of all returns, recoveries, written disputes and written claims, in each case, related to finished goods Inventory that involve an amount in excess of five percent (5%) of Borrower’s product revenue, individually or in the
aggregate, for the preceding quarter. 

  
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 6.4 Taxes; Pensions. Timely file and require each of its Subsidiaries to timely file,
all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely file, all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by any Credit Party or any of their Subsidiaries,
except for deferred payment of any taxes contested pursuant to the terms of Section 5.8 hereof, and shall deliver to Lenders, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all material
liabilities under any present pension, profit sharing and deferred compensation plans in accordance with the terms of such plans. 
 6.5 Insurance. Keep each Credit Party’s and each of their Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies in Parent’s,
Borrower’s and its Subsidiaries’ industry and location and as Collateral Agent may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Collateral Agent and Lenders.
All such property policies shall have a lender’s loss payable endorsement showing Collateral Agent as lender loss payee and waive subrogation against Collateral Agent, and all such liability policies shall show, or have endorsements showing,
Collateral Agent, as additional insured. The Collateral Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect of any Collateral, and each provider of any such insurance
shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Collateral Agent, that it will give the Collateral Agent thirty (30) days’ prior written notice before any such policy or
policies shall be materially altered or canceled (and ten (10) days’ notice for cancellation for nonpayment). At Collateral Agent’s request, Parent shall deliver certified copies of policies and evidence of all premium payments.
Proceeds payable under any policy of a Credit Party with respect to any loss of Collateral with respect to which the Collateral Agent has a first priority security interest shall, at Collateral Agent’s option, be payable to Collateral Agent,
for the ratable benefit of the Lenders, on account of the Obligations. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty
policy up to Two Hundred Fifty Thousand Dollars ($250,000.00) with respect to any loss, but not exceeding Two Hundred Fifty Thousand Dollars ($250,000.00), in the aggregate for all losses under all casualty policies in any one year, toward the
replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Collateral
Agent has been granted a first priority security interest (subject to Permitted Liens), and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such casualty policy shall, at the option of
Collateral Agent, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. If any Credit Party or any of their Subsidiaries fails to obtain insurance as required under this Section 6.5 or to pay any
amount or furnish any required proof of payment to third persons, Collateral Agent and/or any Lender may make, at Borrower’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any
action under the policies Collateral Agent or such Lender deems prudent. 
 6.6 Operating Accounts. 

(a) Maintain all of each Credit Party’s and their Subsidiaries’ (if such Subsidiaries are a Borrower or Guarantor) Collateral
Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent (or to the extent such account is maintained in the Netherlands, subject to a Dutch law right of pledge in favor of Collateral Agent). The provisions of the
previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Credit Party’s or any of its Subsidiaries’, employees and identified
to Collateral Agent by Borrower as such in the Perfection Certificates as updated from time to time. 
 (b) Parent shall provide
Collateral Agent five (5) days’ prior written notice before any Credit Party or any of their Subsidiaries establishes any Collateral Account at or with any Person other than Deutsche Bank, Morgan Stanley or Bank of America. In addition,
for each Collateral Account that any Credit Party or any of their Subsidiaries that are a Borrower or Guarantor, at any time maintains, Parent, Borrower or such Subsidiary shall (unless such account is maintained in the Netherlands, in which case
such account shall be subject to a Dutch law right of pledge in favor of Collateral Agent) cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other
appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement
may not be 

  
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terminated without prior written consent of Collateral Agent. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other
employee wage and benefit payments to or for the benefit of any Credit Party’s, or any of its Subsidiaries’, employees and identified to Collateral Agent by Parent as such in the Perfection Certificates as updated from time to time as
permitted hereunder. 
 (c) Neither any Credit Party nor any of their Subsidiaries shall maintain any Collateral Accounts except
Collateral Accounts maintained in accordance with Sections 6.6(a) and (b). 
 6.7 Protection of Intellectual Property
Rights. Each Credit Party and each of their Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to their respective
business; (b) promptly advise Collateral Agent in writing of material infringement of which it is aware by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to their respective business to be
abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent; provided that Collateral Agent’s consent shall not be required if such Credit Party’s decision to abandon the prosecution of or
otherwise not maintain such Intellectual Property is made for strategic business reasons and such Intellectual Property was not registered in the United States, the United Kingdom, France, Spain, Italy or Germany. 

6.8 Litigation Cooperation. Commencing on the Effective Date and continuing through the termination of this Agreement, make
available to Collateral Agent and the Lenders, without expense to Collateral Agent or the Lenders, each Credit Party and each of their Subsidiaries and each of such Credit Party’s or Subsidiaries’ officers, employees and agents and
Borrower’s Books, at reasonable times and at reasonable intervals (unless an Event of Default has occurred and is continuing), to the extent that Collateral Agent or any Lender may reasonably deem them necessary to prosecute or defend any
third-party suit or proceeding instituted by or against Collateral Agent or any Lender with respect to any Collateral or relating to any Credit Party or any of their Subsidiaries. 

6.9 Notices of Litigation and Default. Parent will give prompt written notice to Collateral Agent and the Lenders of any
litigation or governmental proceedings pending or threatened (in writing) against any Credit Party or any of their Subsidiaries, which could reasonably be expected to result in damages or costs to any Credit Party or any of their Subsidiaries of Two
Hundred Fifty Thousand Dollars ($250,000.00) or more or which could reasonably be expected to have a Material Adverse Change. Without limiting or contradicting any other more specific provision of this Agreement, promptly (and in any event within
three (3) Business Days) upon any Credit Party or any Subsidiary becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Parent shall
give written notice to Collateral Agent and the Lenders of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would
constitute an Event of Default. 
 6.10 Intentionally Omitted. 

6.11 Landlord Waivers; Bailee Waivers. In the event that any Credit Party or any of their Subsidiaries, after the Effective Date,
intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee, in each case pursuant to Section 7.2, then such Credit
Party or such Subsidiary will first provide written notice to Collateral Agent (except in respect of any items of Inventory which consist of unfinished active pharmaceutical ingredients and are maintained or stored in a particular location for a
period of no longer than sixty (60) days all of which such Inventory is then (a) immediately transferred to a location in which a bailee or landlord waiver is in place (to the extent that a bailee or landlord waiver is required pursuant to
the terms hereof) or (b) otherwise sold) and, in the event that the Collateral at any new location is valued in excess of Two Hundred Fifty Thousand ($250,000.00) in the aggregate based on the book value thereof (other than any items of
Inventory which consist of unfinished active pharmaceutical ingredients and are maintained or stored in a particular location for a period of no longer than sixty (60) days all of which such Inventory is then (a) immediately transferred to
a location in which a bailee or landlord waiver is in place (to the extent that a bailee or landlord waiver is required pursuant to the terms hereof) or (b) otherwise sold), such bailee or landlord, as applicable, must execute and deliver a
bailee waiver or landlord waiver, as applicable, as reasonably requested by, and in form and substance reasonably satisfactory to, Collateral Agent prior to the addition of any such new offices or business locations, or any such storage with or
delivery to any such bailee, as the case may be. 

  
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 6.12 Creation/Acquisition of Subsidiaries. In the event any Credit Party or any of
their Subsidiaries creates or acquires any Subsidiary, Parent shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by
Collateral Agent or any Lender to cause each such Subsidiary to become a Borrower hereunder or to guarantee the Obligations under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such
Subsidiary (substantially as described on Exhibit A hereto); and such Credit Party (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in
the Shares. Notwithstanding the foregoing, the parties agree to negotiate in good faith to avoid any materially adverse tax consequences in connection with the actions described in this Section 6.12 if Borrower demonstrates to the reasonable
satisfaction of Collateral Agent that any such actions would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code. 
 6.13 Further Assurances. 
 (a) Execute any further instruments and take
further action as Collateral Agent or any Lender reasonably requests to perfect or continue Collateral Agent’s Lien in the Collateral or to effect the purposes of this Agreement. 

(b) Deliver to Collateral Agent and Lenders, within five (5) Business Days after the same are sent or received, copies of all
material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals material to any Credit Party’s or any of
their Subsidiaries’ business or otherwise could reasonably be expected to have a Material Adverse Change. 
  

	7.	NEGATIVE COVENANTS 


No Credit Party shall, nor shall any Credit Party permit any of its Subsidiaries to, do any of the following without the prior written
consent of the Required Lenders: 
 7.1 Dispositions. Convey, sell, lease, transfer, assign, dispose of or otherwise make
cash payments consisting of (collectively, “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) consisting of cash payments to trade creditors in the
ordinary course of business; (b) of Inventory in the ordinary course of business; (c) of worn-out, surplus or obsolete Equipment; (d) in connection with Permitted Liens, Permitted Investments and Permitted Licenses; and
(e) Transfers in addition to those specifically enumerated above of no more than Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate in any fiscal year. The Credit Parties and their Subsidiaries may make Transfers in addition to
those specifically enumerated above to the extent the same are specifically reflected in the Annual Projections. 
 7.2
Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses engaged in by Parent or Borrower, respectively, as of the Effective Date
or reasonably related thereto; (b) no Credit Party or Guarantor may liquidate or dissolve; or (c) (i) any Key Person shall cease to be actively engaged in the management of Parent (unless a replacement for such Key Person is approved
by Parent’s Board of Directors and engaged by Parent within one hundred twenty (120) days of such change, which period shall be extended to one hundred eighty (180) days if within the initial one hundred twenty (120) day period
an interim replacement for such Key Person is approved by Parent’s Board of Directors and engaged by Parent), or (ii) consummate any transaction or series of related transactions in which the stockholders of Parent who were not
stockholders immediately prior to the first such transaction own more than forty nine percent (49%) of the voting stock of Parent immediately after giving effect to such transaction or related series of such transactions (a “Change in
Control”) (other than (x) by the sale of Parent’s equity securities in a public offering, a private placement of public equity or to venture capital investors so long as Borrower identifies to Collateral Agent the venture capital
investors prior to the closing of the transaction or (y) a Change in Control, provided that contemporaneously with any such Change in Control all of the Obligations have been indefeasibly paid in full in cash and all obligations of the
Collateral Agent and/or Lenders to make loans 

  
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or otherwise extend credit to the Company have terminated). Without limiting the foregoing, neither Borrower nor any Subsidiary of Borrower shall, without Collateral Agent’s prior written
consent, enter into any binding contractual arrangement with any Person to attempt to facilitate a Change in Control unless (i) no Event of Default exists when such agreement is entered into, (ii) such agreement does not give such Person
the right to claim any fees, payments or damages from such Credit Party or any such Subsidiary in excess of Two Hundred Fifty Thousand Dollars ($250,000), and (iii) Parent notifies Collateral Agent in advance of entering into such an agreement.
No Credit Party or any Guarantor shall, without at least thirty (30) days’ prior written notice to Collateral Agent: (A) add any new offices or business locations, including warehouses (unless such new offices or business locations
contain less than Two Hundred Fifty Thousand Dollars ($250,000.00) in assets or property of any Credit Party or any of their Subsidiaries, (B) change its jurisdiction of organization, (C) change its organizational structure or type,
(D) change its legal name, or (E) change any organizational number (if any) assigned by its jurisdiction of organization. 
 7.3 Mergers or Acquisitions. 
 (i) Merge or consolidate, or permit any of its Subsidiaries
to merge or consolidate, with any other Person (unless contemporaneously with the consummation of any such merger or consolidation all of the Obligations have been indefeasibly paid in full in cash and all obligations of the Collateral Agent and/or
Lenders to make loans or otherwise extend credit to the Company have terminated), provided that a Subsidiary may merge or consolidate into another Subsidiary of Parent (provided such surviving Subsidiary is a “Borrower” hereunder or has
provided a secured Guaranty of Borrower’s Obligations hereunder) or with (or into) a Credit Party or Guarantor provided such Credit Party or Guarantor is the surviving legal entity, and as long as no Event of Default is occurring prior thereto
or arises as a result therefrom. Without limiting the foregoing, no Credit Party nor any Subsidiary shall, without Collateral Agent’s prior written consent, enter into any binding contractual arrangement with any Person to attempt to facilitate
a merger or acquisition of any such Credit Party or Subsidiary, unless (i) no Event of Default exists when such agreement is entered into, (ii) such agreement does not give such Person the right to claim any fees, payments or damages from
such Credit Party or any such Subsidiary in excess of Two Hundred Fifty Thousand Dollars ($250,000), (iii) Parent notifies Collateral Agent in advance of entering into such an agreement and (iv) such agreement provides for the indefeasible
payment in full in cash of all Obligations contemporaneously with the consummation of any such merger or acquisition; or 
 (ii) Acquire, or
permit any of its Subsidiaries to acquire, all or substantially all of the capital stock, shares or property of another Person. 

7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than
Permitted Indebtedness. 
 7.5 Encumbrance. (a) Create, incur, allow, or suffer any Lien on any of its property, or
assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the first priority security interest granted
herein (to the extent possible under the laws of the jurisdiction of its location) (except for Permitted Liens that are permitted by the terms of this Agreement to have priority over Collateral Agent’s Lien), or (b) enter into any
agreement, document, instrument or other arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly prohibits or has the effect of prohibiting any Credit Party, or
any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of such Credit Party’s or such Subsidiary’s owned Intellectual Property, except for agreements, documents,
instruments or other arrangements as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Liens” and “Permitted Licenses” herein. 

7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.6 hereof.

 7.7 Distributions; Investments. (a) Pay any dividends (other than dividends payable solely in capital stock or
dividends paid to Parent or Guarantor) or make any distribution or payment in respect of or redeem, retire or purchase any capital stock (other than repurchases pursuant to the terms of employee stock purchase plans, employee restricted stock
agreements, stockholder rights plans, director or consultant stock option plans, or similar 

  
 15 









 
plans, provided such repurchases do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate per fiscal year) or (b) directly or indirectly make any Investment other than
Permitted Investments, or permit any of its Subsidiaries to do so. 
 7.8 Transactions with Affiliates. Directly or
indirectly enter into or permit to exist any material transaction with any Affiliate of any Credit Party or any of their Subsidiaries, except for (a) transactions that are in the ordinary course of such Credit Party’s or such
Subsidiary’s business, upon fair and reasonable terms that are no less favorable to such Credit Party or such Subsidiary than would be obtained in an arm’s length transaction with a non-affiliated Person, (b) transactions among Credit
Parties and Guarantors otherwise permitted hereunder, and (c) Subordinated Debt or equity investments by Parent’s investors in Parent. 
 7.9 Subordinated Debt; Pfizer Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which
such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to the Lenders. Parent
shall not and shall not permit any Credit Party or any Subsidiary to make any payment to Pfizer arising out of, related to or in any way in connection with that certain Stock Purchase Agreement between Pfizer and Parent dated as of December 11,
2009, or otherwise (including but not limited to any Promissory Note prepared in connection therewith and which Parent may execute and deliver to Pfizer in accordance with the terms of such Stock Purchase Agreement). 

7.10 Compliance. Become an “investment company” or a company controlled by an “investment company”, under the
Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds
of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate
any other law or regulation, if the violation could reasonably be expected to have a Material Adverse Change, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete
termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of any Credit Party or any of their
Subsidiaries, including any material liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. 
 7.11 Compliance with Anti-Terrorism Laws. Collateral Agent hereby notifies each Credit Party and each of their Subsidiaries that pursuant to the requirements of Anti-Terrorism Laws, and Collateral
Agent’s policies and practices, Collateral Agent is required to obtain, verify and record certain information and documentation that identifies each Credit Party and each of their Subsidiaries and their principals, which information includes
the name and address of each Credit Party and each of their Subsidiaries and their principals and such other information that will allow Collateral Agent to identify such party in accordance with Anti-Terrorism Laws. Neither any Credit Party nor any
of its Subsidiaries shall, nor shall any Credit Party or any of their Subsidiaries permit any Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists.
Each Credit Party and each of their Subsidiaries shall immediately notify Collateral Agent if such Credit Party or such Subsidiary has knowledge that any Credit Party, or any Subsidiary or Affiliate of any Credit Party, is listed on the OFAC Lists
or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Neither any Credit Party nor any
of its Subsidiaries shall, nor shall any Credit Party or any of their Subsidiaries, permit any Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without
limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked
pursuant to Executive Order No. 13224 or any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to
violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. 

  
 16 










	8.	EVENTS OF DEFAULT 


Any one of the following shall constitute an event of default (an “Event of Default”) under this Agreement: 

8.1 Payment Default. Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date,
or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day grace period shall not apply to payments due on the Maturity Date or the date of acceleration
pursuant to Section 9.1 (a) hereof). During the cure period, the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cure period); 

8.2 Covenant Default. 
 (a) any Credit Party or any of their Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating
Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries) or 6.13 (Further Assurances) or violates any covenant in
Section 7; or 
 (b) any Credit Party or any of their Subsidiaries, fails or neglects to perform, keep, or observe any
other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Documents, and as to any default (other than those specified in this Section 8) under such other term, provision, condition, covenant or agreement
that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) day period or cannot after diligent attempts be
cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then the Credit Parties shall have an additional period (which shall not in any case exceed thirty (30) days) to attempt to cure such
default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cure period). Grace periods provided under this Section shall not apply,
among other things, to financial covenants or any other covenants set forth in subsection (a) above; 
 8.3 Material
Adverse Change. A Material Adverse Change occurs; 
 8.4 Attachment; Levy; Restraint on Business. 

(a) (i) The service of process seeking to attach, by trustee or similar process, any funds of any Credit Party or any of their
Subsidiaries or of any entity under control of any Credit Party or any of their Subsidiaries on deposit with any Lender or any Lender’s Affiliate or any bank or other institution at which any Credit Party or any of their Subsidiaries maintains
a Collateral Account, or (ii) a notice of lien, levy, or assessment is filed against any Credit Party or any of their Subsidiaries or their respective assets by any government agency, and the same under subclauses (i) and (ii) hereof
are not, within fifteen (15) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any fifteen (15) day cure period; and

 (b) (i) any material portion of any Credit Party’s or any of their Subsidiaries’ assets is attached, seized,
levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents any Credit Party or any of their Subsidiaries from conducting any part of its business; 

8.5 Insolvency. (a) Either (i) Borrower is or becomes, or (ii) Parent and its Subsidiaries, taken as a whole, are
or become Insolvent; (b) any Credit Party or any of their Subsidiaries begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against any Credit Party or any of their Subsidiaries and not dismissed or stayed within
forty-five (45) days (but no Credit Extensions shall be made while any Credit Party or any Subsidiary is Insolvent and/or until any Insolvency Proceeding is dismissed); 

  
 17 









 8.6 Other Agreements. There is a default (a) in any agreement to which any
Credit Party or any of their Subsidiaries is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of Two Hundred
Fifty Thousand Dollars ($250,000.00) or that could reasonably be expected to have a Material Adverse Change; or (b) under that certain Stock Purchase Agreement between Pfizer and Parent dated as of December 11, 2009, or any Promissory Note
issued in connection therewith and/or any obligation arising out of or related thereto; 
 8.7 Judgments. One or more
judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000.00) (not covered by independent third-party insurance as to which liability has been
accepted by such insurance carrier) shall be rendered against any Credit Party or any of their Subsidiaries and shall remain unsatisfied, unvacated, or unstayed for a period of ten (10) Business Days after the entry thereof (provided that no
Credit Extensions will be made prior to the satisfaction, vacation, or stay of such judgment, order or decree); 
 8.8
Misrepresentations. Any Credit Party or any of their Subsidiaries or any Person acting for any Credit Party or any of their Subsidiaries makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or
in any writing delivered to Collateral Agent and/or Lenders or to induce Collateral Agent and/or the Lenders to enter this Agreement or any Loan Document, and such representation, warranty, or other statement is incorrect in any material respect
when made; 
 8.9 Subordinated Debt. A default or breach occurs under any agreement between any Credit Party or any of
their Subsidiaries and any creditor of any Credit Party or any of their Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Collateral Agent or the Lenders, or any creditor that has signed such an agreement with
Collateral Agent or the Lenders breaches any terms of such agreement; 
 8.10 Guaranty. (a) Any Guaranty terminates
or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform any obligation or covenant under any Guaranty; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8 occurs with respect to any
Guarantor, or (d) the liquidation, winding up, or termination of existence of any Guarantor; 
 8.11 Governmental
Approvals. Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner, or not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or
non-renewal has resulted in or could reasonably be expected to result in a Material Adverse Change; or 
 8.12 Lien
Priority. Any Lien created hereunder or by any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted
Liens which are permitted to have priority in accordance with the terms of this Agreement. 
  

	9.	RIGHTS AND REMEDIES 


9.1 Rights and Remedies. 
 (a) Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may, and at the written direction of Required Lenders shall, without notice or demand, do any or all of the
following: (i) deliver notice of the Event of Default to Borrower, (ii) by notice to Borrower declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligations shall be
immediately due and payable without any action by Collateral Agent or the Lenders) or (iii) by notice to Borrower suspend or terminate the obligations, if any, of the Lenders to advance money or extend credit for Borrower’s benefit under
this Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders (but if an Event of Default described in Section 8.5 occurs all obligations, if any, of the Lenders to advance money or extend credit for
Borrower’s benefit under this Agreement or under any other agreement between Borrower and Collateral Agent and/or the Lenders shall be immediately terminated without any action by Collateral Agent or the Lenders). 

  
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 (b) Without limiting the rights of Collateral Agent and the Lenders set forth in
Section 9.1(a) above, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the right at the written direction of the Required Lenders, without notice or demand, to do any or all of the
following, in accordance with any requirements of applicable law: 
 (i) foreclose upon and/or sell or otherwise liquidate, the
Collateral; 
 (ii) apply to the Obligations any (a) balances and deposits of Borrower that Collateral Agent or any Lender
holds or controls, or (b) any amount held or controlled by Collateral Agent or any Lender owing to or for the credit or the account of Borrower; and/or 
 (iii) commence and prosecute an Insolvency Proceeding or consent to Borrower commencing any Insolvency Proceeding. 
 (c) Without limiting the rights of Collateral Agent and the Lenders set forth in Sections 9.1(a) and (b) above, upon the occurrence and during the continuance of an Event of Default, Collateral
Agent shall have the right, without notice or demand, to do any or all of the following: 
 (i) settle or adjust disputes and
claims directly with Account Debtors for amounts on terms and in any order that Collateral Agent considers advisable, notify any Person owing Borrower money of Collateral Agent’s security interest in such funds, and verify the amount of such
account; 
 (ii) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its
security interest in the Collateral. Borrower shall assemble the Collateral if Collateral Agent requests and make it available in a location as Collateral Agent reasonably designates. Collateral Agent may enter premises where the Collateral is
located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Collateral Agent a
license to enter and occupy any of its premises, without charge, to exercise any of Collateral Agent’s rights or remedies; 
 (iii) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, and/or advertise for sale, the Collateral. Collateral Agent is hereby granted a non-exclusive, royalty-free license or
other right to use, without charge, Borrower’s and each of its Subsidiaries’ labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any similar
property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Collateral Agent’s exercise of its rights under this Section 9.1, Borrower’s and each of
its Subsidiaries’ rights under all licenses and all franchise agreements inure to Collateral Agent, for the benefit of the Lenders; 
 (iv) place a “hold” on any account maintained with Collateral Agent or the Lenders and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions
pursuant to any Control Agreement or similar agreements providing control of any Collateral; 
 (v) demand and receive
possession of Borrower’s Books; 
 (vi) appoint a receiver to seize, manage and realize any of the Collateral, and such
receiver shall have any right and authority as any competent court will grant or authorize in accordance with any applicable law, including any power or authority to manage the business of any Credit Party or any of their Subsidiaries; and

 (vii) subject to clauses 9.1(a) and (b), exercise all rights and remedies available to Collateral Agent and each Lender
under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). 

  
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 Notwithstanding any provision of this Section 9.1 to the contrary, upon the occurrence of any Event of
Default, Collateral Agent shall have the right to exercise any and all remedies referenced in this Section 9.1 without the written consent of Required Lenders following the occurrence of an Exigent Circumstance. As used in the immediately
preceding sentence, “Exigent Circumstance” means any event or circumstance that, in the reasonable judgment of Collateral Agent, imminently threatens the ability of Collateral Agent to realize upon all or any material portion of the
Collateral, such as, without limitation, fraudulent removal, concealment, or abscondment thereof, destruction or material waste thereof, or failure of any Credit Party or any of their Subsidiaries after reasonable demand to maintain or reinstate
adequate casualty insurance coverage, or which, in the judgment of Collateral Agent, could reasonably be expected to result in a material diminution in value of the Collateral. 

9.2 Power of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney-in-fact, exercisable upon the
occurrence and during the continuance of an Event of Default, to: (a) endorse any Credit Party’s or any of their Subsidiaries’ name on any checks or other forms of payment or security; (b) sign any Credit Party’s or any of
their Subsidiaries’ name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Collateral
Agent determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any
judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints
Collateral Agent as its lawful attorney-in-fact to sign any Credit Party’s or any of their Subsidiaries’ name on any documents necessary to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral
regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the Lenders are under no further obligation to make Credit Extensions
hereunder. Collateral Agent’s foregoing appointment as any Credit Party’s or any of their Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are irrevocable until all
Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s and the Lenders’ obligation to provide Credit Extensions terminates. 

9.3 Protective Payments. If any Credit Party or any of their Subsidiaries fail to obtain the insurance called for by
Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which any Credit Party or any of their Subsidiaries is obligated to pay under this Agreement or any other Loan Document, Collateral Agent may obtain such insurance
or make such payment, and all amounts so paid by Collateral Agent are Lenders’ Expenses and immediately due and payable, bearing interest at the Default Rate, and secured by the Collateral. Collateral Agent will make reasonable efforts to
provide Borrower with notice of Collateral Agent obtaining such insurance or making such payment at the time it is obtained or paid or within a reasonable time thereafter. No such payments by Collateral Agent are deemed an agreement to make similar
payments in the future or Collateral Agent’s waiver of any Event of Default. 
 9.4 Application of Payments and
Proceeds. Notwithstanding anything to the contrary contained in this Agreement, and in each case in accordance with any requirements of applicable law, upon the occurrence and during the continuance of an Event of Default, (a) Borrower
irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Collateral Agent from or on behalf of any Credit Party or any of their Subsidiaries of all or any part of the Obligations,
and, as between Borrower on the one hand and Collateral Agent and Lenders on the other, Collateral Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as
Collateral Agent may deem advisable notwithstanding any previous application by Collateral Agent, and (b) the proceeds of any sale of, or other realization upon all or any part of the Collateral shall be applied: first, to the Lenders’
Expenses; second, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the United States Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the Obligations
outstanding; and fourth, to any other indebtedness or obligations of Borrower owing to Collateral Agent or any Lender under the Loan Documents. Any balance remaining shall be delivered to Borrower or to whoever may be lawfully entitled to receive
such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and
(y) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant 

  
 20 









 
thereto for such category. Any reference in this Agreement to an allocation between or sharing by the Lenders of any right, interest or obligation “ratably,” “proportionally”
or in similar terms shall refer to Pro Rata Share unless expressly provided otherwise. Collateral Agent, or if applicable, each Lender, shall promptly remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each
Lender’s portion of any Term Loan and the ratable distribution of interest, fees and reimbursements paid or made by Borrower. Notwithstanding the foregoing, a Lender receiving a scheduled payment shall not be responsible for determining whether
the other Lenders also received their scheduled payment on such date; provided, however, if it is later determined that a Lender received more than its ratable share of scheduled payments made on any date or dates, then such Lender shall remit to
Collateral Agent or other Lenders such sums as may be necessary to ensure the ratable payment of such scheduled payments, as instructed by Collateral Agent. If any payment or distribution of any kind or character, whether in cash, properties or
securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to
the other Lender for application to the payments of amounts due on the other Lenders’ claims. To the extent any payment for the account of Borrower is required to be returned as a voidable transfer or otherwise, the Lenders shall contribute to
one another as is necessary to ensure that such return of payment is on a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold such Collateral for itself and as agent and bailee for Collateral Agent and other
Lenders for purposes of perfecting Collateral Agent’s security interest therein. 
 9.5 Liability for Collateral. So
long as Collateral Agent and the Lenders comply with reasonable banking practices regarding the safekeeping of the Collateral in the possession or under the control of Collateral Agent and the Lenders, Collateral Agent and the Lenders shall not be
liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or
other Person. The Credit Parties bear all risk of loss, damage or destruction of the Collateral. 
 9.6 No Waiver; Remedies
Cumulative. Failure by Collateral Agent or any Lender, at any time or times, to require strict performance by any Credit Party of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of
Collateral Agent or any Lender thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by Collateral Agent and the Required Lenders and then is only effective for the
specific instance and purpose for which it is given. The rights and remedies of Collateral Agent and the Lenders under this Agreement and the other Loan Documents are cumulative. Collateral Agent and the Lenders have all rights and remedies provided
under the Code, any applicable law, by law, or in equity. The exercise by Collateral Agent or any Lender of one right or remedy is not an election, and Collateral Agent’s or any Lender’s waiver of any Event of Default is not a continuing
waiver. Collateral Agent’s or any Lender’s delay in exercising any remedy is not a waiver, election, or acquiescence. 

9.7 Demand Waiver. Each Credit Party waives, to the fullest extent permitted by law, demand, notice of default or dishonor, notice
of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Collateral Agent or any Lender on which any
Credit Party or any Subsidiary is liable. 

  
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	10.	NOTICES 

 All
notices, consents, requests, approvals, demands, or other communication (collectively, “Communication”) by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served,
given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon
transmission, when sent by facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be
addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Any of Collateral Agent, Lender or any Credit Party may change its mailing address or facsimile number by giving the other party
written notice thereof in accordance with the terms of this Section 10. 
  

			
	If to Borrower:	  	 c/o DURATA THERAPEUTICS

HOLDING C.V.
 200 South Wacker Drive, Suite
2550
 Chicago, Illinois 60606
 Attn:
Corey N. Fishman, Chief Financial Officer
 Fax: (312) 612-5298
 Email: cfishman@duratatherapeutics.com

		
	If to Parent:	  	 DURATA THERAPEUTICS INC.
 200
South Wacker Drive, Suite 2550
 Chicago, Illinois 60606
 Attn: Corey N. Fishman, Chief Financial Officer
 Fax: (312) 612-5298

Email: cfishman@duratatherapeutics.com

		
	with a copy (which shall not constitute notice) to:	  	 WilmerHale
 7 World Trade
Center
 250 Greenwich Street
 New York,
New York 10007
 Attn: Andrew Nagel

Fax: (212) 230-8888
 Email:
andrew.nagel@wilmerhale.com

		
	If to Collateral Agent:	  	 OXFORD FINANCE LLC
 133 North
Fairfax Street
 Alexandria, Virginia 22314
 Attention: Legal Department
 Fax: (703) 519-5225

Email: LegalDepartment@oxfordfinance.com

		
	with a copy (which shall not constitute notice) to:	  	 DLA Piper LLP (US)
 4365
Executive Drive, Suite 1100
 San Diego, California 92121-2133
 Attn: Troy Zander
 Fax: (858) 638-5086
 Email: troy.zander@dlapiper.com


  

	11.	CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER 

 New York law governs the Loan Documents (other than the UK Share Charge Documents and the Dutch Security Documents) without regard to principles of conflicts of law. Each Credit Party, Lenders and
Collateral Agent each submit to the exclusive jurisdiction of the State and Federal courts in the City of New York, Borough of Manhattan. NOTWITHSTANDING THE FOREGOING, COLLATERAL AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST ANY CREDIT PARTY OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH COLLATERAL AGENT AND THE LENDERS (IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9.1) DEEM NECESSARY OR APPROPRIATE TO REALIZE ON THE COLLATERAL OR TO
OTHERWISE ENFORCE COLLATERAL AGENT’S AND THE LENDERS’ RIGHTS AGAINST ANY CREDIT PARTY OR ITS PROPERTY. Each Credit Party expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and
each Credit Party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such
court. Each Credit Party hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail
addressed to any Credit Party at the address set forth in, or subsequently provided by any Credit Party in accordance with, Section 10 of this Agreement and that service so made shall be 


  
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deemed completed upon the earlier to occur of any Credit Party’s actual receipt thereof or three (3) days after deposit in the U.S. mails, first class, registered or certified mail
return receipt requested, proper postage prepaid. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH CREDIT PARTY, COLLATERAL AGENT, AND THE LENDERS EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR
BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED
THIS WAIVER WITH ITS COUNSEL. 
  

	12.	GENERAL PROVISIONS 


12.1 Successors and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. No
Credit Party may transfer, pledge or assign this Agreement or any rights or obligations under it without Collateral Agent’s and each Lender’s prior written consent (which may be granted or withheld in Collateral Agent’s and each
Lender’s discretion, subject to Section 12.6). The Lenders have the right, without the consent of or notice to any Credit Party, to sell, transfer, assign, pledge, negotiate, or grant participation in (any such sale, transfer, assignment,
negotiation, or grant of a participation, a “Lender Transfer”) all or any part of, or any interest in, the Lenders’ obligations, rights, and benefits under this Agreement and the other Loan Documents; provided,
however, that (i) any such Lender Transfer (other than a transfer, pledge, sale or assignment to an Eligible Assignee) of its obligations, rights, and benefits under this Agreement and the other Loan Documents shall require the prior
written consent of the Required Lenders (such approved assignee, an “Approved Lender”); and (ii) (A) the minimum amount of any Lender Transfer in relation to a loan made to a Borrower incorporated under Netherlands law
shall be in an amount sufficient to ensure that such new Lender qualifies as a PMP, or (B) such new Lender otherwise qualifies as a PMP. Each Credit Party and Collateral Agent shall be entitled to continue to deal solely and directly
with such Lender in connection with the interests so assigned until Collateral Agent shall have received and accepted an effective assignment agreement in form satisfactory to Collateral Agent executed, delivered and fully completed by the
applicable parties thereto, and shall have received such other information regarding such Eligible Assignee or Approved Lender as Collateral Agent reasonably shall require. Notwithstanding anything to the contrary contained herein, so long as no
Event of Default has occurred and is continuing, no Lender Transfer (other than a Lender Transfer (i) in respect of the Warrants or (ii) in connection with (x) assignments by a Lender due to a forced divestiture at the request of any
regulatory agency; or (y) upon the occurrence of a default, event of default or similar occurrence with respect to a Lender’s own financing or securitization transactions) shall be permitted, without Borrower’s consent, to any Person
which is an Affiliate or Subsidiary of Borrower, a direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent. 
 12.2 Indemnification. Each Credit Party agrees to indemnify, defend and hold Collateral Agent and the Lenders and their respective directors, officers, employees, agents, attorneys, or any other
Person affiliated with or representing Collateral Agent or the Lenders (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”) asserted
by any other party in connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents; and (b) all losses or Lenders’ Expenses incurred, or paid by Indemnified Person in
connection with; related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents between Collateral Agent, and/or the Lenders and any Credit Party and/or any Subsidiary of any Credit Party (including
reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct. Each Credit Party hereby further indemnifies, defends and holds each Indemnified
Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel
for such Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding
initiated by or on behalf of any Credit Party, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker
retained by Collateral Agent or Lenders) asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted against such Indemnified Person as a result of or in connection with the transactions


  
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contemplated hereby and the use or intended use of the proceeds of the loan proceeds except for liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs,
expenses and disbursements directly caused by such Indemnified Person’s gross negligence or willful misconduct. 
 12.3
Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement. 
 12.4 Severability of
Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision. 
 12.5 Correction of Loan Documents. Collateral Agent and the Lenders may correct patent errors and fill in any blanks in this Agreement and the other Loan Documents consistent with the agreement of
the parties with notice to the Borrower; provided that Collateral Agent or any Lender’s failure to provide such notice shall not constitute a breach of this Agreement. 

12.6 Amendments in Writing; Integration. (a) No amendment, modification, termination or waiver of any provision of this
Agreement or any other Loan Document, no approval or consent thereunder, or any consent to any departure by any Credit Party or any of their Subsidiaries therefrom, shall in any event be effective unless the same shall be in writing and signed by
the Credit Parties, Collateral Agent and the Required Lenders, provided that: 
 (i) no such amendment, waiver or other
modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent; 

(ii) no such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without
Collateral Agent’s written consent or signature; 
 (iii) no such amendment, waiver or other modification shall, unless
signed by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or fees (other than late charges)
with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges or for
any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or
substantially all of any material portion of the Collateral, authorize any Credit Party to sell or otherwise dispose of all or substantially all or any material portion of the Collateral or release any Guarantor of all or any portion of the
Obligations or its guaranty obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents (including in connection with any
disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.6 or the definitions of the terms used in this Section 12.6 insofar as the definitions affect the substance of this Section 12.6;
(F) consent to the assignment, delegation or other transfer by any Credit Party of any of its rights and obligations under any Loan Document or release any Credit Party of its payment obligations under any Loan Document, except, in each case
with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any of the definitions of Pro Rata Share, Term Loan Commitment, Commitment
Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral Agent securing the Obligations; or
(I) amend any of the provisions of Section 12.10. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D),
(E), (F), (G) and (H) of the preceding sentence; 
 (iv) the provisions of the foregoing clauses (i), (ii) and
(iii) are subject to the provisions of any interlender or agency agreement among the Lenders and Collateral Agent pursuant to which any Lender may agree to give its consent in connection with any amendment, waiver or modification of the Loan
Documents only in the event of the unanimous agreement of all Lenders. 
 (b) This Agreement 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 Agreement and the
Loan Documents merge into this Agreement and the Loan Documents. 

  
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 12.7 Counterparts. This Agreement may be executed in any number of counterparts and
by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement. 
 12.8 Survival. All covenants, representations and warranties made in this Agreement continue in full force and effect until this Agreement has terminated pursuant to its terms and all Obligations
(other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of the Credit Parties in Section 12.2 to indemnify each Lender and
Collateral Agent, as well as the confidentiality provisions in Section 12.9 below, shall survive until the statute of limitations with respect to such claim or cause of action shall have run. 

12.9 Confidentiality. In handling any confidential information of each Credit Party, the Lenders and Collateral Agent shall
exercise the same degree of care that it exercises for their own proprietary information, but disclosure of information may be made: (a) subject to the terms and conditions of this Agreement, to the Lenders’ and Collateral Agent’s
Subsidiaries or Affiliates, or in connection with a Lender’s own financing or securitization transactions and upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction;
(b) to prospective transferees (other than those identified in (a) above) or purchasers of any interest in the Credit Extensions (provided, however, the Lenders and Collateral Agent shall, except upon the occurrence and during the
continuance of an Event of Default, obtain such prospective transferee’s or purchaser’s agreement to the terms of this provision or to similar confidentiality terms); (c) as required by law, regulation, subpoena, or other order;
(d) to Lenders’ or Collateral Agent’s regulators or as otherwise required in connection with an examination or audit (provided, however, the Lenders and Collateral Agent shall use commercially reasonable efforts to notify Borrower of
any disclosure under clauses (c) and (d), above); (e) as Collateral Agent reasonably considers appropriate in exercising remedies under the Loan Documents; and (f) to third party service providers of the Lenders and/or Collateral
Agent so long as such service providers have executed a confidentiality agreement with the Lenders and Collateral Agent with terms no less restrictive than those contained herein. Confidential information does not include information that either:
(i) is in the public domain or in the Lenders’ and/or Collateral Agent’s possession when disclosed to the Lenders and/or Collateral Agent, or becomes part of the public domain after disclosure to the Lenders and/or Collateral Agent;
or (ii) is disclosed to the Lenders and/or Collateral Agent by a third party, if the Lenders and/or Collateral Agent does not know that the third party is prohibited from disclosing the information. Collateral Agent and the Lenders may use
confidential information for any purpose, including, without limitation, for the development of client databases, reporting purposes, and market analysis, so long as Collateral Agent or the Lenders do not disclose Borrower’s identity or the
identity of any person associated with Borrower unless otherwise expressly permitted by this Agreement. The provisions of the immediately preceding sentence shall survive the termination of this Agreement. The agreements provided under this
Section 12.9 supersede all prior agreements, understanding, representations, warranties, and negotiations between the parties about the subject matter of this Section 12.9. 

12.10 Right of Set Off. Borrower hereby grants to Collateral Agent and to each Lender, a lien, security interest and right of set
off as security for all Obligations to Collateral Agent and each Lender hereunder, whether now existing or hereafter arising upon and against all deposits, credits, collateral and property constituting Collateral of Borrower (other than accounts
exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of a Credit Party or Subsidiary’s employees and identified to Collateral Agent by Borrower as such), now or hereafter in the
possession, custody, safekeeping or control of Collateral Agent or the Lenders or any entity under the control of Collateral Agent or the Lenders (including a Collateral Agent affiliate) or in transit to any of them. At any time after the occurrence
and during the continuance of an Event of Default, without demand or notice, Collateral Agent or the Lenders may set off such Collateral of Borrower or any part thereof and apply the same to any liability or obligation of Borrower even though
unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE COLLATERAL AGENT TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 

  
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 12.11 Intentionally Omitted. 

12.12 Cooperation of Credit Parties. If necessary, each Credit Party agrees to (i) execute any documents (including any new
Secured Promissory Notes to be executed by Borrower) reasonably required to effectuate and acknowledge each assignment of a Term Loan Commitment or Loan to an assignee in accordance with Section 12.1, (ii) make such Credit Party’s
management available to meet with Collateral Agent and prospective participants and assignees of Term Loan Commitments or Credit Extensions (which meetings shall be conducted no more often than twice every twelve months unless an Event of Default
has occurred and is continuing), and (iii) assist Collateral Agent or the Lenders in the preparation of information relating to the financial affairs of any Credit Party as any prospective participant or assignee of a Term Loan Commitment or
Term Loan reasonably may request. Subject to the provisions of Section 12.9, each Credit Party authorizes each Lender to disclose to any prospective participant or assignee of a Term Loan Commitment, any and all information in such
Lender’s possession concerning each Credit Party and its financial affairs which has been delivered to such Lender by or on behalf of any Credit Party pursuant to this Agreement, or which has been delivered to such Lender by or on behalf of any
Credit Party in connection with such Lender’s credit evaluation of any Credit Party prior to entering into this Agreement. 

12.13 Borrower Liability. Either Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints
the other as agent for the other for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each Borrower hereunder shall be jointly and severally obligated to repay all Credit Extensions made hereunder, regardless
of which Borrower actually receives said Credit Extension, as if each Borrower hereunder directly received all Credit Extensions. Each Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and
(b) any right to require Collateral Agent or any Lender to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any other remedy. Collateral Agent and or any Lender
may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including the right to foreclose by judicial or non-judicial sale) without affecting any Borrower’s liability. Notwithstanding any other
provision of this Agreement or other related document, until the Obligations have been indefeasibly paid in full in cash and all obligations of the Collateral Agent and/or Lenders to make loans or otherwise extend credit to Borrower have terminated,
each Borrower irrevocably waives all rights that it may have at law or in equity (including, without limitation, any law subrogating Borrower to the rights of Collateral Agent and the Lenders under this Agreement) to seek contribution,
indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in
connection with this Agreement or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by Borrower with respect to the Obligations in connection with this
Agreement or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such
Borrower shall hold such payment in trust for Collateral Agent and the Lenders and such payment shall be promptly delivered to Collateral Agent for application to the Obligations, whether matured or unmatured. 

 

	13.	DEFINITIONS 


13.1 Definitions. As used in this Agreement, the following terms have the following meanings: 

“Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made,
and includes, without limitation, all accounts receivable and other sums owing to any Credit Party. 
 “Account
Debtor” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made. 
 “Affiliate” of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control with the Person, and
each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’s managers and members. 

  
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 “Agreement” is defined in the preamble hereof. 

“Amortization Date” is May 1, 2014; provided that, if Dalbavancin is approved by the FDA before May 1, 2014,
then at Borrower’s election, provided that Collateral Agent receives written notice of such election no later than April 1, 2014, “Amortization Date” shall mean May 1, 2015. 

“Annual Projections” is defined in Section 6.2(a). 

“Anti-Terrorism Laws” are any laws relating to terrorism or money laundering, including Executive Order No. 13224
(effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC. 
 “Approved Fund” is any (i) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the preceding clause
(i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) a Person (other than a natural person) or an Affiliate of a Person
(other than a natural person) that administers or manages a Lender. 
 “Approved Lender” is defined in
Section 12.1. 
 “Assistance Agreement” is that certain Assistance Agreement (to be entered into) by and
between the State of Connecticut acting by the Department of Economic and Community Development and Parent, and the security agreement related thereto, and the other documents, instruments and agreements in connection therewith, each substantially
in the form provided to Collateral Agent prior to the Effective Date. 
 “Bank of America CDs” are those
certain Certificates of Deposit numbered and maintained by Parent at Bank of America securing reimbursement obligations under those certain letters of credit numbered and, each securing security deposit obligations under the leases in respect of the
facilities located at (a) 200 South Wacker Drive, Suite 2550, Chicago IL 60606 and (b) 322 Main Street, 3rd Floor, Branford, CT 06405, respectively, provided that the value of such Certificates of Deposit does not exceed One Million Two
Hundred Thousand Dollars ($1,200,000) at any time. 
 “Basic Rate” is, with respect to a Term Loan, the per
annum rate of interest (based on a year of three hundred sixty (360) days) equal to the greater of (i) eight and fifty-five hundredths percent (8.55%) and (ii) the sum of (a) the three (3) month U.S. LIBOR rate reported
in the Wall Street Journal three (3) Business Days prior to the Funding Date of such Term Loan (which shall not be less than thirty-one hundredths percent (0.31%)), plus (b) eight and twenty-four hundredths percent (8.24%).

 “Blocked Person” is any Person: (a) listed in the annex to, or is otherwise subject to the provisions
of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person
with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order
No. 13224, or (e) a Person that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar list. 

“Borrower” is defined in the preamble hereof. 
 “Borrower’s Books” are any Credit Party’s or any of their Subsidiaries’ books and records including ledgers, federal, and state tax returns, records regarding such Credit
Party’s or its Subsidiaries’ assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information. 

  
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 “Business Day” is any day that is not a Saturday, Sunday or a day on which
Collateral Agent is closed. 
 “Cash Equivalents” are (a) marketable direct obligations issued or
unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its
creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., (c) money market funds (i) which provide daily liquidity and (ii) at least ninety five percent
(95%) of which constitute Cash Equivalents of the kinds described in classes (a) and (b) of this definition, and (d) certificates of deposit maturing no more than one (1) year after issue provided that the account in which
any such certificate of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent to the extent required under Section 6.6 hereof. For the avoidance of doubt, the direct purchase by any Credit Party or any of their
Subsidiaries of any Auction Rate Securities, or purchasing participations in, or entering into any type of swap or other derivative transaction, or otherwise holding or engaging in any ownership interest in any type of Auction Rate Security by any
Credit Party or any of their Subsidiaries shall be conclusively determined by the Lenders as an ineligible Cash Equivalent, and any such transaction shall expressly violate each other provision of this Agreement governing Permitted Investments.
Notwithstanding the foregoing, Cash Equivalents does not include and each Credit Party, and each of their Subsidiaries, is prohibited from purchasing, purchasing participations in, entering into any type of swap or other equivalent derivative
transaction, or otherwise holding or engaging in any ownership interest in any type of debt instrument, including, without limitation, any corporate or municipal bonds with a long-term nominal maturity for which the interest rate is reset through a
dutch auction and more commonly referred to as an auction rate security (each, an “Auction Rate Security”). 

“Claims” are defined in Section 12.2. 
 “Code” is the Uniform Commercial Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided, that, to the extent that the Code is used to define
any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by
reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Collateral Agent’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other
than the State of New York, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority, or
remedies and for purposes of definitions relating to such provisions. 
 “Collateral” is any and all
properties, rights and assets of Borrower described on Exhibit A. 
 “Collateral Account” is any
Deposit Account, Securities Account, or Commodity Account, or any other bank account maintained by any Credit Party or any Subsidiary at any time. 
 “Collateral Agent” is, Oxford, not in its individual capacity, but solely in its capacity as agent on behalf of and for the benefit of the Lenders. 

“Commitment Percentage” is set forth in Schedule 1.1, as amended from time to time. 

“Commodity Account” is any “commodity account” as defined in the Code with such additions to such term as may
hereafter be made. 
 “Communication” is defined in Section 10. 

“Compliance Certificate” is that certain certificate in the form attached hereto as Exhibit C. 

  
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 “Connecticut Assets” are all furniture, laptops, telepresence systems and
phone lines of Parent located in Connecticut or Illinois, all silhouette cameras of Parent located in Connecticut or purchased in connection with DISCOVER-1 or DISCOVER-2 studies and all televisions of Parent located in Illinois, whether now owned
or hereafter acquired at any time by Parent or in which Parent now has or at any time in the future may acquire any right, title or interest, all proceeds (including condemnation proceeds), all accessions and additions thereto, and all substitutions
and replacements therefor and products of any and all of the foregoing; in each case to the extent such assets are granted by Parent to the State of Connecticut Acting by the Department of Economic and Community Development as set forth in the
Assistance Agreement substantially in the form provided to Collateral Agent prior to the Effective Date, for so long as such grant is in effect. 
 “Contingent Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other
obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn
letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person
against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or
determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of
the obligations under any guarantee or other support arrangement. 
 “Control Agreement” is any control
agreement entered into among the depository institution at which any Credit Party or any of their Subsidiaries that are a Borrower or Guarantor maintains a Deposit Account or the securities intermediary or commodity intermediary at which any Credit
Party or any of their Subsidiaries maintains a Securities Account or a Commodity Account, such Credit Party and such Subsidiary, and Collateral Agent pursuant to which Collateral Agent obtains control (within the meaning of the Code) for the benefit
of the Lenders over such Deposit Account, Securities Account, or Commodity Account. 
 “Copyrights” are any and
all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.

 “Credit Extension” is any Term Loan or any other extension of credit by Collateral Agent or Lenders for
Borrower’s benefit. 
 “Default Rate” is defined in Section 2.3(b). 

“Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may
hereafter be made. 
 “Designated Deposit Account” is that certain deposit account designated by Borrower in
writing to Collateral Agent at closing. 
 “Disbursement Letter” is that certain form attached hereto as
Exhibit B. 
 “Dollars,” “dollars” and “$” each mean lawful money of
the United States. 
 “Durata UK” is Durata Therapeutics Limited, an entity organized under the laws of England
and Wales, and a wholly-owned Subsidiary of Durata B.V. 
 “Dutch Security Documents” is that certain Pledge
Deed in respect of the Shares of Durata B.V.; that certain Pledge Deed in respect of partnership interests in Durata C.V.; that certain Pledge of Receivables; and such other and further documents and instruments as Collateral Agent deems reasonably
necessary; all in form and content reasonably acceptable to Collateral Agent. 

  
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 “Effective Date” is defined in the preamble of this Agreement. 

“Eligible Assignee” is (i) a Lender, (ii) an Affiliate of a Lender, (iii) an Approved Fund and
(iv) any commercial bank, savings and loan association or savings bank or any other entity which is an “accredited investor” (as defined in Regulation D under the Securities Act of 1933, as amended) and which extends credit or buys
loans as one of its businesses, including insurance companies, mutual funds, lease financing companies and commercial finance companies, in each case, which either (A) has a rating of BBB or higher from Standard & Poor’s Rating
Group and a rating of Baa2 or higher from Moody’s Investors Service, Inc. at the date that it becomes a Lender or (B) has total assets in excess of Five Billion Dollars ($5,000,000,000.00), and in each case of clauses (i) through
(iv), which, through its applicable lending office, is capable of lending to Borrower without the imposition of any withholding or similar taxes; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include, unless an
Event of Default has occurred and is continuing, (i) any Credit Party or any of any Credit Party’s Affiliates or Subsidiaries or (ii) a direct competitor of Borrower or a vulture hedge fund, each as determined by Collateral Agent.
Notwithstanding the foregoing, (x) in connection with assignments by a Lender due to a forced divestiture at the request of any regulatory agency, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or
party and (y) in connection with a Lender’s own financing or securitization transactions, the restrictions set forth herein shall not apply and Eligible Assignee shall mean any Person or party providing such financing or formed to
undertake such securitization transaction and any transferee of such Person or party upon the occurrence of a default, event of default or similar occurrence with respect to such financing or securitization transaction; provided that no such sale,
transfer, pledge or assignment under this clause (y) shall release such Lender from any of its obligations hereunder or substitute any such Person or party for such Lender as a party hereto until Collateral Agent shall have received and
accepted an effective assignment agreement from such Person or party in form satisfactory to Collateral Agent executed, delivered and fully completed by the applicable parties thereto, and shall have received such other information regarding such
Eligible Assignee as Collateral Agent reasonably shall require. 
 “Equipment” is all “equipment” as
defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing. 

“ERISA” is the Employee Retirement Income Security Act of 1974, as amended, and its regulations. 

“Event of Default” is defined in Section 8. 

“Final Payment” is a payment (in addition to and not a substitution for the regular monthly payments of principal plus
accrued interest) due on the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment of a Term Loan pursuant to Section 2.2(c) or (d), equal to the original principal
amount of such Term Loan multiplied by the Final Payment Percentage, payable to Lenders in accordance with their respective Pro Rata Shares. 
 “Final Payment Percentage” is five and ninety-five hundredths percent (5.95%); provided that, if the Amortization Date is extended to May 1, 2015, then “Final Payment
Percentage” shall mean nine and eighty-five hundredths percent (9.85%). 
 “First Draw Period” is the
period commencing on the Effective Date and ending on the earlier of (i) March 31, 2013 and (ii) the occurrence of an Event of Default; provided, however, that the First Draw Period shall not commence if on the date thereof an Event
of Default has occurred and is continuing. 
 “Funding Date” is any date on which a Credit Extension is made to
or on account of Borrower which shall be a Business Day. 
 “GAAP” is generally accepted accounting principles
set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by
such other Person as may be approved by a significant segment of the accounting profession in the United States and, in relation to any Borrower incorporated under Netherlands law, generally accepted accounting principles in the Netherlands,
including IFRS, in each case, which are applicable to the circumstances as of the date of determination. 

  
 30 









 “General Intangibles” are all “general intangibles” as defined in
the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship
and derivative work, whether published or unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to
unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits,
options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business
interruption insurance), payments of insurance and rights to payment of any kind. 
 “Governmental Approval” is
any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority. 

“Governmental Authority” is any nation or government, any state or other political subdivision thereof, any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any
self-regulatory organization. 
 “Guarantor” is any Person providing a Guaranty in favor of Collateral Agent,
including, as of the Effective Date, Parent and Vicuron. 
 “Guaranty” is any guarantee of all or any part of
the Obligations, as the same may from time to time be amended, restated, modified or otherwise supplemented. 

“Guaranty Documents” means that certain Unconditional Guaranty and that certain Security Agreement, and such other
instruments as Collateral Agent may reasonably request to evidence the secured guarantee by any Guarantor of the Obligations; each in form and content reasonably acceptable to Collateral Agent, duly executed by each Guarantor. 

“Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as
reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations (it being understood and agreed that the term
“capital leases” shall have the meaning under GAAP on the Effective Date), and (d) Contingent Obligations. 

“Indemnified Person” is defined in Section 12.2. 

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other
bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief, including, in relation to any procedure or
step taken in the Netherlands bankruptcy (failissement), suspension of payments (surséance van betaling), emergency procedure (noodregeling) or any other procedure having the effect that the entity to which it applies
loses the free management or ability to dispose of its property (irrespective of whether that procedure is provisional or final; and dissolution (ontbinding) or any other procedure having the effect that the entity to which it applies ceases
to exist. 
 “Insolvent” means not Solvent. 

  
 31 









 “Intellectual Property” means all of Borrower’s or any
Subsidiary’s right, title and interest in and to the following: 
 (a) its Copyrights, Trademarks and Patents; 

(b) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how,
operating manuals; 
 (c) any and all source code; 
 (d) any and all design rights which may be available to Borrower; 
 (e) any and
all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified
above; and 
 (f) all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents. 

“Intercompany Note” means that certain Promissory Note made by Durata C.V. to Parent dated as of June 8, 2012 in
the face amount of Seventy Five Million Dollars ($75,000,000). 
 “Inventory” is all “inventory” as
defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished
products, including without limitation such inventory as is temporarily out of any Person’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above. 

“Investment” is any beneficial ownership interest in any Person (including stock, partnership interest or other
securities), and any loan, advance, payment or capital contribution to any Person. 
 “Key Person” is each of
Parent’s (i) Chief Executive Officer, who is Paul Edick as of the Effective Date, (ii) Chief Financial Officer, who is Corey Fishman as of the Effective Date and (iii) Chief Medical Officer, who is Michael Dunne as of the
Effective Date. 
 “Lender” is any one of the Lenders. 

“Lenders” are the Persons identified on Schedule 1.1 hereto and each assignee that becomes a party to this
Agreement pursuant to Section 12.1. 
 “Lenders’ Expenses” are all audit fees and expenses, costs,
and expenses (including reasonable attorneys’ fees and expenses, as well as appraisal fees, fees incurred on account of lien searches, inspection fees, and filing fees) for preparing, amending, negotiating, administering, defending and
enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred by Collateral Agent and/or the Lenders in connection with the Loan Documents. 

“Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest, or other encumbrance of any kind,
whether voluntarily incurred or arising by operation of law or otherwise against any property. 
 “Loan
Documents” are, collectively, this Agreement, the Warrants, the Perfection Certificates, each Compliance Certificate, each Disbursement Letter, the Post Closing Letter, each Guaranty, the Dutch Security Documents, the UK Share Charge
Documents, any subordination agreements, any note, or notes or guaranties executed by any Credit Party or any other Person, and any other present or future agreement entered into by any Credit Party, any Guarantor or any other Person for the benefit
of the Lenders and Collateral Agent in connection with this Agreement; all as amended, restated, or otherwise modified. 

“Material Adverse Change” is (a) a material impairment in the perfection or priority of Collateral
Agent’s Lien in the Collateral or in the value of such Collateral; (b) a material adverse change in the business, operations or condition (financial or otherwise) of any Credit Party or any of their Subsidiaries; or (c) a material
impairment of the prospect of repayment of any portion of the Obligations. 

  
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 “Maturity Date” is, for each Term Loan, the date which is twenty-nine
(29) months after the Amortization Date with respect to such Term Loan. 
 “Obligations” are all of
Borrower’s obligations to pay when due any debts, principal, interest, Lenders’ Expenses, the Prepayment Fee, the Final Payment, and other amounts Borrower owes the Lenders now or later, in connection with, related to, following, or
arising from, out of or under, this Agreement or, the other Loan Documents (other than the Warrants), or otherwise, and including interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or obligations of
Borrower assigned to the Lenders and/or Collateral Agent, and the performance of Borrower’s duties under the Loan Documents (other than the Warrants). 
 “OFAC” is the U.S. Department of Treasury Office of Foreign Assets Control. 
 “OFAC Lists” are, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25,
2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders. 

“Operating Documents” are, for any Person, such Person’s formation or constitutional documents, (including, in
relation to Durata B.V., a recent extract from the Dutch trade register (handelsregister) relating to it), to the extent required as certified by the Secretary of State (or equivalent agency) of such Person’s jurisdiction of organization
on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company
agreement (or similar agreement) or articles of association, and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto. 

“Parent” means Durata Therapeutics, Inc., a Delaware corporation. 

“Patents” means all patents, patent applications and like protections including without limitation improvements,
divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same. 

“Payment Date” is the first (1st) calendar day of each calendar month, commencing on May 1, 2013. 

“Perfection Certificate” and “Perfection Certificates” is defined in Section 5.1. 

“Permitted Indebtedness” is: 
 (a) Each Credit Party’s or other Guarantor’s Indebtedness to the Lenders and Collateral Agent under this Agreement and the other Loan Documents; 

(b) Indebtedness existing on the Effective Date and disclosed on the Perfection Certificate(s); 

(c) Subordinated Debt; 
 (d) unsecured Indebtedness to trade creditors incurred in the ordinary course of business; 
 (e) Indebtedness consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by any Credit Party or any of their Subsidiaries to finance the acquisition, repair,
improvement or construction of fixed or capital assets of such person, provided that (i) the aggregate outstanding principal amount of all such Indebtedness does not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) at any time and
(ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such
acquisition, repair, improvement or construction is made); 

  
 33 









 (f) unsecured Indebtedness owing to Pfizer arising out of, related to or in any way in
connection with that certain Stock Purchase Agreement between Pfizer and Parent dated as of December 11, 2009, or otherwise (including but not limited to any Promissory Note prepared in connection therewith), not to exceed the aggregate
principal amount of Twenty Five Million Dollars ($25,000,000.00), plus accrued or capitalized interest thereon; provided that no payments on account of such unsecured Indebtedness may be made during the term of this Agreement without Collateral
Agent’s prior written consent, which may be granted or withheld in Collateral Agent’s sole discretion; 
 (g)
unsecured reimbursement obligations under corporate credit cards not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate at any time. 
 (h) Indebtedness in connection with Parent’s obligations under the Assistance Agreement with respect to a grant to be made available to Parent in the amount of Two Million Two Hundred Fifty Thousand
Dollars ($2,250,000.00); 
 (i) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary
course of Borrower’s business; 
 (j) other Indebtedness in an amount not to exceed One Hundred Thousand Dollars
($100,000.00) at any time outstanding; 
 (k) Indebtedness constituting Permitted Investments; 

(l) Indebtedness incurred in connection with interest rate and other swap arrangements that are entered into to mitigate risk and not for
speculative purposes; and 
 (m) extensions, refinancings, modifications, amendments and restatements of any items of Permitted
Indebtedness (a) through (e) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose materially more burdensome terms upon any Credit Party or its Subsidiary, as the case may be.

 “Permitted Investments” are: 
 (a) Investments disclosed on the Perfection Certificate(s) and existing on the Effective Date; 
 (b) (i) Investments consisting of cash and Cash Equivalents, and (ii) any Investments permitted by Parent’s investment policy, as amended from time to time, provided that such investment
policy (and any such amendment thereto) has been approved in writing by Collateral Agent; 
 (c) Investments consisting of the
endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of a Credit Party; 
 (d) Investments maintained in accordance with Section 6.6 hereof; 
 (e)
Investments in connection with Transfers permitted by Section 7.1; 
 (f) (i) Investments by any Credit Party or any
Guarantor in any other Credit Party or Guarantor; and (ii) Investments in any other Subsidiary not to exceed Fifty Thousand Dollars ($50,000.00) in the aggregate in any fiscal year; 

(g) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the
ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of any Credit Party or any of their Subsidiaries pursuant to employee stock purchase plans or agreements approved by
Parent’s Board of Directors; not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate for (i) and (ii) in any fiscal year; 

  
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 (h) Investments (including debt obligations) received in connection with the bankruptcy or
reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; 

(i) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are
not Affiliates, in the ordinary course of business; provided that this paragraph (h) shall not apply to Investments of Parent in any Subsidiary; and 
 (j) joint ventures, partnerships, strategic alliances, corporate collaborations or other relationships in the ordinary course of Parent’s business or as approved by Parent’s board of directors
(“JV Arrangements”) consisting of the non-exclusive licensing of technology; the development, manufacture or commercialization of technology; or the providing of technical support, services, and/or related activates; provided that
any cash investments by any Credit Party or any of its Subsidiaries do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate in any fiscal year; provided further that a Credit Party or its Subsidiary may enter into a JV
Arrangement with respect to the exclusive licensing of technology and/or make cash investments in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate in any fiscal year, so long as (i) no Event of Default exists when
such JV Arrangement is entered into, (ii) such JV Arrangement does not give such Person the right to claim any fees, payments or damages from such Credit Party or any such Subsidiary in excess of Two Hundred Fifty Thousand Dollars
($250,000.00), (iii) Parent notifies Collateral Agent in advance of entering into such JV Arrangement and (iv) contemporaneously with the entry into of any such JV Arrangement all of the Obligations have been indefeasibly paid in full in
cash and all obligations of the Collateral Agent and/or Lenders to make loans or otherwise extend credit to the Company have terminated. 
 “Permitted Licenses” are (A) licenses of open source, over-the-counter software, prepackaged software and other software that is commercially available to the public,
(B) licenses among Credit Parties and Guarantors, and (C) non-exclusive and exclusive licenses for the use of the Intellectual Property of any Credit Party or any of their Subsidiaries entered into in the ordinary course of business,
provided, that, with respect to each such license described in clause (C), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of
which, on their face, do not, with respect to non-exclusive licenses of Intellectual Property within the United States, the United Kingdom, France, Spain, Italy or Germany, provide for a sale or assignment of any Intellectual Property and do not
restrict the ability of any Credit Party or any of their Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license,
(x) Parent delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers to Collateral Agent and the Lenders copies of the final executed
licensing documents in connection with the exclusive license promptly upon consummation thereof (in each case, subject to any confidentiality provisions in such documents), (y) any such license is made in connection with a bona fide corporate
collaboration or partnership, and is approved by Parent’s (or the applicable Subsidiary’s) board of directors, and (z) any such license of Intellectual Property within the United States, the United Kingdom, France, Spain, Italy or
Germany could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States, the United
Kingdom, France, Spain, Italy and Germany (and may be exclusive as to discrete geographical areas inside the United States, the United Kingdom, France, Spain, Italy or Germany so long as (a) no Event of Default exists when such license is
entered into, (b) such license does not give any Person the right to claim any fees, payments or damages from such Credit Party or any such Subsidiary in excess of Two Hundred Fifty Thousand Dollars ($250,000), (c) Parent notifies
Collateral Agent in advance of entering into such license and (d) contemporaneously with the entry into of any such license all of the Obligations have been indefeasibly paid in full in cash and all obligations of the Collateral Agent and/or
Lenders to make loans or otherwise extend credit to the Company have terminated); and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to any Credit Party or any of
their Subsidiaries are paid to a Deposit Account that is governed by a Control Agreement to the extent such Credit Party or Subsidiary is required to provide a Control Agreement under Section 6.6 hereof. 

  
 35 









 “Permitted Liens” are: 

(a) Liens existing on the Effective Date and disclosed on the Perfection Certificates or arising under this Agreement and the other Loan
Documents; 
 (b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable
or (ii) being contested in good faith and for which Parent maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations adopted thereunder; 
 (c) liens securing Indebtedness permitted under clause (e) of the definition of
“Permitted Indebtedness,” provided that (i) such liens exist prior to the acquisition of, or attach substantially simultaneous with, or within twenty (20) days after, the acquisition, lease, repair, improvement or
construction of, such property financed or leased by such Indebtedness and (ii) such liens do not extend to any property of any Credit Party or any Subsidiary other than the property (and proceeds thereof) acquired, leased or built, or the
improvements or repairs, financed by such Indebtedness; 
 (d) Liens of carriers, mechanics, materialmen, warehousemen,
suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed One Hundred Thousand Dollars
($100,000.00), and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject
thereto; 
 (e) Liens securing Indebtedness permitted under clause (h) of the definition of “Permitted
Indebtedness,” provided such Liens are limited to machinery and equipment purchased with the proceeds of the Assistance Agreement; 
 (f) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens
imposed by ERISA); 
 (g) leases or subleases of real property granted in the ordinary course of Borrower’s business (or,
if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of
Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Collateral Agent or any Lender a security interest
therein; 
 (h) banker’s liens, rights of setoff and Liens in favor of financial institutions incurred in the ordinary
course of business arising in connection with Borrower’s deposit accounts or securities accounts held at such institutions solely to secure payment of fees and similar costs and expenses and provided such accounts are maintained in compliance
with Section 6.6(b) hereof; 
 (i) Liens arising from judgments, decrees or attachments in circumstances not
constituting an Event of Default under Section 8.4 or 8.7; 
 (j) Liens consisting of Permitted Licenses; 

(k) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary
course of business so long as they do not materially impair the value or marketability of the related property; and 
 (l) Liens
incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (k), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the
principal amount of the indebtedness may not increase. 

  
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 “Person” is any individual, sole proprietorship, partnership, limited
liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency. 

“Pfizer” is Pfizer, Inc., a Delaware corporation, and any successor or assign or Pfizer, Inc. 

“PMP” is a professional market party (professionele marktpartij) as defined in the Dutch Financial Markets
Supervision Act (Wet op het financieel toezicht), as amended from time to time. 
 “Post Closing Letter”
is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and any Credit Party. 

“Prepayment Fee” is, with respect to any Term Loan subject to prepayment prior to the Maturity Date, whether by
mandatory or voluntary prepayment, acceleration or otherwise, an additional fee payable to the Lenders in amount equal to: 

(i) for a prepayment made on or after the Funding Date of such Term Loan through and including the first anniversary of the Funding Date
of such Term Loan, two and one-half percent (2.50%) of the principal amount of such Term Loan prepaid; 
 (ii) for a
prepayment made after the date which is after the first anniversary of the Funding Date of such Term Loan through and including the second anniversary of the Funding Date of such Term Loan, one and one-half percent (1.50%) of the principal
amount of the Term Loans prepaid; 
 (iii) for a prepayment made after the date which is after the second anniversary of the
Funding Date of such Term Loan and prior to the Maturity Date, one-half of one percent (0.50%) of the principal amount of the Term Loans prepaid. 
 “Pro Rata Share” is, as of any date of determination, with respect to each Lender, a percentage (expressed as a decimal, rounded to the ninth decimal place) determined by dividing the
outstanding principal amount of Term Loans held by such Lender by the aggregate outstanding principal amount of all Term Loans. 

“Registered Organization” is any “registered organization” as defined in the Code with such additions to such
term as may hereafter be made. 
 “Required Lenders” means (i) for so long as all of the Persons that are
Lenders on the Effective Date (each an “Original Lender”) have not assigned or transferred any of their interests in their Term Loan, Lenders holding one hundred percent (100%) of the aggregate outstanding principal balance of
the Term Loan, or (ii) at any time from and after any Original Lender has assigned or transferred any interest in its Term Loan, Lenders holding at least sixty six percent (66%) of the aggregate outstanding principal balance of the Term
Loan and, in respect of this clause (ii), (A) each Original Lender that has not assigned or transferred any portion of its Term Loan, (B) each assignee or transferee of an Original Lender’s interest in the Term Loan, but only to the
extent that such assignee or transferee is an Affiliate or Approved Fund of such Original Lender, and (C) any Person providing financing to any Person described in clauses (A) and (B) above; provided, however, that this clause
(C) shall only apply upon the occurrence of a default, event of default or similar occurrence with respect to such financing. 
 “Requirement of Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 

  
 37 









 “Responsible Officer” is the managing directors (directeuren) of
Durata B.V., acting jointly, and the general partner of Durata C.V.; and any of the President, Chief Executive Officer, or Chief Financial Officer of Parent acting alone. 
 “Second Draw Period” is the period commencing on the Effective Date and ending on the earlier of (i) March 31, 2013 and (ii) the occurrence of an Event of Default;
provided, however, that the Second Draw Period shall not commence if on the date thereof an Event of Default has occurred and is continuing. 
 “Secured Promissory Note” is defined in Section 2.4. 

“Secured Promissory Note Record” is a record maintained by each Lender with respect to the outstanding Obligations owed
by Borrower to Lender and credits made thereto. 
 “Securities Account” is any “securities account”
as defined in the Code with such additions to such term as may hereafter be made. 
 “Shares” is one hundred
percent (100%) of the issued and outstanding capital stock, membership units or other securities owned or held of record by Borrower or Borrower’s Subsidiary, in any Subsidiary. 

“Solvent” is, with respect to any Person: the fair salable value of such Person’s consolidated assets (including
goodwill minus disposition costs) exceeds the fair value of such Person’s liabilities; such Person is not left with unreasonably small capital after the transactions in this Agreement; and such Person is able to pay its debts (including trade
debts) as they mature. 
 “Subordinated Debt” is indebtedness incurred by any Credit Party or any of their
Subsidiaries subordinated to all Indebtedness of any such Credit Party and/or its Subsidiaries to the Lenders (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Collateral Agent and the
Lenders entered into between Collateral Agent, any Credit Party, and/or any of its Subsidiaries, and the other creditor), on terms acceptable to Collateral Agent and the Lenders. 

“Subsidiary” is, with respect to any Person, any Person of which more than fifty percent (50%) of the voting stock
or other equity interests (in the case of Persons other than corporations) is owned or controlled, directly or indirectly, by such Person or one or more Affiliates of such Person. 

“Term Loan” is defined in Section 2.2(a)(ii) hereof. 

“Term A Loan” is defined in Section 2.2(a)(i) hereof. 

“Term B Loan” is defined in Section 2.2(a)(ii) hereof. 

“Term Loan Commitment” is, for any Lender, the obligation of such Lender to make a Term Loan, up to the principal amount
shown on Schedule 1.1. “Term Loan Commitments” means the aggregate amount of such commitments of all Lenders. 
 “Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of
the business of Borrower connected with and symbolized by such trademarks. 
 “Transfer” is defined in
Section 7.1. 
 “UK Share Charge Documents” means that certain Charge Over Shares, by Durata B.V. in favor
of Collateral Agent, over the Shares of Durata UK, and such other and further documents and instruments as Collateral Agent deems reasonably necessary; all in form and content reasonably acceptable to Collateral Agent. 

  
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 “Vicuron” is Vicuron Pharmaceuticals Inc., a Delaware corporation and
wholly-owned Subsidiary of Parent. 
 “Warrants” are those certain Warrants to Purchase Stock dated as of the
Effective Date, or any date thereafter, issued by Parent in favor of each Lender or such Lender’s Affiliates. 

[Balance of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the Effective Date. 
  

									
	BORROWER:	 		 	BORROWER:
			
	 DURATA THERAPEUTICS HOLDING C.V.,
 represented by its General Partner, Durata Therapeutics, Inc. by,
	 		 	DURATA THERAPEUTICS INTERNATIONAL B.V.
					
	By:	 	 /s/ Corey N. Fishman
	 		 	By:	 	 /s/ Corey N. Fishman

	Name:	 	Corey N. Fishman	 		 	Name:	 	Corey Neal Fishman
	Title:	 	Chief Operating Officer and Chief Financial Officer	 		 	Its:	 	Authorised signatory
				
	PARENT:	 		 		 	
				
	DURATA THERAPEUTICS, INC.	 		 		 	
					
	By:	 	 /s/ Corey N. Fishman
	 		 		 	
	Name:	 	Corey N. Fishman	 		 		 	
	Title:	 	Chief Operating Officer and Chief Financial Officer	 		 		 	
				
	COLLATERAL AGENT AND LENDER:	 		 		 	
				
	OXFORD FINANCE LLC	 		 		 	
					
	By:	 	 /s/ Mark Davis
	 		 		 	
	Name:	 	Mark Davis	 		 		 	
	Title:	 	Vice President – Finance, Secretary & Treasurer	 		 		 	

 [Signature Page to Loan and Security Agreement] 







 SCHEDULE 1.1  

Lenders and Commitments 
 Term A Loans 
  

									
	 Lender
	  	Term Loan
Commitment	 	  	Commitment
Percentage	 
	 OXFORD FINANCE LLC
	  	$	10,000,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	10,000,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 

 Term B Loans 
  

									
	 Lender
	  	Term Loan
Commitment	 	  	Commitment
Percentage	 
	 OXFORD FINANCE LLC
	  	$	10,000,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	10,000,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 

 Aggregate (all Term Loans) 

 

									
	 Lender
	  	Term Loan
Commitment	 	  	Commitment
Percentage	 
	 OXFORD FINANCE LLC
	  	$	20,000,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 
	 TOTAL
	  	$	20,000,000.00	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 








 EXHIBIT A 
 Description of Collateral 
 The Collateral consists of all of Borrower’s right,
title and interest in and to the following personal property: 
 All goods, Accounts (including health-care receivables),
Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles (except as noted below), commercial tort claims, documents, instruments (including any promissory notes),
chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and
all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and 
 All Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and
improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. 
 Notwithstanding
the foregoing, the Collateral does not include any Intellectual Property; provided, however, the Collateral shall include all Accounts and all proceeds of Intellectual Property. If a judicial authority (including a U.S. Bankruptcy Court) would hold
that a security interest in the underlying Intellectual Property is necessary to have a security interest in such Accounts and such property that are proceeds of Intellectual Property, then the Collateral shall automatically, and effective as of the
Effective Date, include the Intellectual Property to the extent necessary to permit perfection of Collateral Agent’s security interest in such Accounts and such other property of Borrower that are proceeds of the Intellectual Property.

 Notwithstanding any provision in this Agreement or any Loan Document to the contrary, the grant of security interest herein
shall not extend to and the term “Collateral” shall not include (i) any “intent-to-use” trademarks at all times prior to the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of
use with the United States Patent and Trademark Office or otherwise, (ii); the Bank of America CDs; (iii) the Connecticut Assets; and (iv) any equipment subject to a Lien described in clauses (c) and (h) of the definition of
Permitted Liens, in each case if the granting of a Lien in such equipment is prohibited by or would constitute a default under the agreement governing such equipment (but (A) only to the extent such prohibition is enforceable under applicable
law and (B) other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Code); provided that upon the termination, lapsing or expiration of any such prohibition, such
equipment, as applicable, shall automatically be subject to the security interest granted in favor of Lender hereunder and become part of the “Collateral.” 
 Pursuant to the terms of a certain negative pledge arrangement with Collateral Agent and the Lenders, Borrower has agreed not to encumber any of its Intellectual Property except as otherwise permitted
under the Loan Agreement. 







 EXHIBIT B 
 Form of Disbursement Letter 
 [see attached] 







 DISBURSEMENT LETTER 

March 5, 2013 
 The
undersigned, being the duly elected and acting Chief Operating Officer and Chief Financial Officer of Durata Therapeutics, Inc., a Delaware corporation, the General Partner of DURATA THERAPEUTICS HOLDING C.V., a limited partnership (commanditaire
vennootschap) organized under the laws of the Netherlands with offices located at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY-1102 Cayman Islands (for itself and on behalf of each Borrower under the Loan
Agreement (as defined below), collectively, “Borrower”), does hereby certify to OXFORD FINANCE LLC (“Oxford” and “Lender”), as collateral agent (the “Collateral Agent”) in
connection with that certain Loan and Security Agreement dated as of March 5, 2013, by and among Borrower, Collateral Agent and the Lenders from time to time party thereto (the “Loan Agreement”; with other capitalized terms
used below having the meanings ascribed thereto in the Loan Agreement) that: 
 1. The representations and warranties made by
Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true and correct in all material respects as of the date hereof. 
 2. No event or condition has occurred that would constitute an Event of Default under the Loan Agreement or any other Loan Document. 

3. Borrower is in compliance with the covenants and requirements contained in Sections 4, 6 and 7 of the Loan Agreement. 

4. All conditions referred to in Section 3 of the Loan Agreement to the making of the Loan to be made on or about the date hereof
have been satisfied or waived by Collateral Agent. 
 5. No Material Adverse Change has occurred. 

6. The undersigned is a Responsible Officer. 
 [Balance of Page Intentionally Left Blank] 







 7. The proceeds of the Term A Loan shall be disbursed as follows: 

 

					
	 Disbursement from Oxford:
	  			
	 Loan Amount
	  	$	10,000,000.00	  
	 Plus:
	  			
	 —Deposit Received
	  	$	            	  
		
	 Less:
	  			
	 —Facility Fee
	  	($	            	) 
	 —Interim Interest
	  	($	            	) 
	 —Lender’s Legal Fees
	  	($	            	)* 
		
	 Total Term A Loan Net Proceeds due from Oxford:
	  	$	            	  

 8. The Term A Loan shall amortize in accordance with the Amortization Table attached hereto.

 9. The aggregate net proceeds of the Term Loans shall be transferred to the Designated Deposit Account as follows:

  

			
	Account Name:	  	
		
	Bank Name:	  	
		
	Bank Address:	  	
		
	Account Number:	  	
		
	IBAN:	  	

 [Balance of Page Intentionally Left Blank] 

 

	*	Legal fees and costs are through the Effective Date. Post-closing legal fees and costs, payable after the Effective Date, to be invoiced and paid post-closing.









 Dated as of the date first set forth above. 

 

									
	BORROWER:	 		 	BORROWER:
			
	 DURATA THERAPEUTICS HOLDING C.V.,
 represented by its General Partner, Durata Therapeutics, Inc. by,
	 		 	DURATA THERAPEUTICS INTERNATIONAL B.V.
					
	By:	 	  
	 		 	By:	 	  

	Name:	 	Corey N. Fishman	 		 	Name:	 	Corey Neal Fishman
	Title:	 	Chief Operating Officer and Chief Financial Officer	 		 	Its:	 	Authorised signatory
				
	COLLATERAL AGENT AND LENDER:	 		 		 	
				
	OXFORD FINANCE LLC	 		 		 	
					
	By:	 	  
	 		 		 	
	Name:	 	  
	 		 		 	
	Title:	 	  
	 		 		 	

 [Signature Page to Disbursement Letter] 







 AMORTIZATION TABLE 

(Term A Loan) 

[see attached] 







 EXHIBIT C  

Compliance Certificate 
  

			
	TO:	  	OXFORD FINANCE LLC, as Collateral Agent and Lender
		
	FROM:	  	DURATA THERAPEUTICS HOLDING C.V.

 The undersigned authorized officer (“Officer”) of DURATA THERAPEUTICS HOLDING C.V. (for itself and on
behalf of each Borrower under the Loan Agreement (as defined below), collectively, “Borrower”), hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement by and among Borrower, Collateral
Agent, and the Lenders from time to time party thereto (the “Loan Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement), 

(a) Borrower is in complete compliance for the period ending             with
all required covenants except as noted below; 
 (b) There are no Events of Default, except as noted below; 

(c) Except as noted below, all representations and warranties of Borrower stated in the Loan Documents are true and correct in all
material respects on this date and for the period described in (a), above; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the
text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date. 

(d) Borrower, and each of Borrower’s Subsidiaries, has timely filed all required tax returns and reports, Borrower, and each of
Borrower’s Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower, or Subsidiary, except as otherwise permitted pursuant to the terms of Section 5.8 of the Loan
Agreement; 
 (e) No Liens have been levied or claims made against any Credit Party or any of their Subsidiaries relating to
unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Collateral Agent and the Lenders. 

Attached are the required documents, if any, supporting our certification(s). The Officer, on behalf of Borrower, further certifies, in its capacity as
an officer of the Borrower, that the attached financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter
or footnotes and except, in the case of unaudited financial statements, for the absence of footnotes and subject to year-end audit adjustments as to the interim financial statements. 







 Please indicate compliance status since the last Compliance Certificate by circling Yes, No, or N/A under
“Complies” column. 
  

													
	 	  	Reporting Covenant	  	Requirement	  	Actual	 	Complies
							
	1)	  	Financial statements	  	Quarterly within 45 days	  		 	    Yes    	 	    No    	 	    N/A    
							
	2)	  	Annual (CPA Audited) statements	  	Within 120 days after FYE	  		 	Yes	 	No	 	N/A
							
	3)	  	Annual Financial Projections/Budget (prepared on a monthly basis)	  	Annually (within 31 days of FYE), and when revised	  		 	Yes	 	No	 	N/A
							
	4)	  	A/R & A/P agings	  	If applicable	  		 	    Yes    	 	    No    	 	    N/A    
							
	5)	  	8-K, 10-K and 10-Q Filings	  	If applicable, within 5 days of filing	  		 	Yes	 	No	 	N/A
							
	6)	  	Compliance Certificate	  	Quarterly within 45 days	  		 	Yes	 	No	 	N/A
							
	7)	  	IP Report	  	When required	  		 	Yes	 	No	 	N/A
							
	8)	  	Total amount of each Credit Party’s cash and cash equivalents at the last day of the measurement period	  		  	$            	 	Yes	 	No	 	N/A
							
	9)	  	Total amount of Parent’s Subsidiaries’ cash and cash equivalents at the last day of the measurement period	  		  	$            	 	Yes	 	No	 	N/A

 Deposit and Securities Accounts 
 (Please list all accounts; attach separate sheet if additional space needed) 
  

													
	 	  	Institution Name	  	Account Number	  	New Account?	  	Account Control Agreement in place?
							
	1)	  		  		  	Yes	  	No	  	Yes	  	No
							
	2)	  		  		  	Yes	  	No	  	Yes	  	No
							
	3)	  		  		  	Yes	  	No	  	Yes	  	No
							
	4)	  		  		  	Yes	  	No	  	Yes	  	No

 Financial Covenants 
 (None) 
 Other Matters 

 

							
	1)	  	Have there been any changes in Key Persons since the last Compliance Certificate?	  	    Yes    	  	    No    
				
	2)	  	Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?	  	Yes	  	No
				
	3)	  	Have there been any new or pending claims or causes of action against Borrower that involve more than Two Hundred Fifty Thousand Dollars ($250,000.00)?	  	Yes	  	No
				
	4)	  	Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of any Credit Party or any of their Subsidiaries? If
yes, provide copies of any such amendments or changes with this Compliance Certificate.	  	Yes	  	No








 Exceptions 
 Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.” Attach separate sheet if additional space needed.) 

 

			
	DURATA THERAPEUTICS HOLDING C.V.,
	For itself and on behalf of all Borrowers
	
	Represented by its General Partner, Durata Therapeutics, Inc. by,
		
	By:	 	  

	Name:	 	Corey N. Fishman
	Title:	 	Chief Operating Officer and Chief Financial Officer
		
	Date:	 	  


  

							
	LENDER USE ONLY
				
	Received by:	 	  
	 	  Date:	 	  

				
	Verified by:	 	  
	 	  Date:	 	  

	
	Compliance
Status:            Yes            No









 EXHIBIT D  

Form of Secured Promissory Note 
 [see attached] 







 SECURED PROMISSORY NOTE 

(Term A Loan – Note No. 1) 
  

			
	$5,000,000.00	  	Dated: March     , 2013

 FOR VALUE RECEIVED, the undersigned, DURATA THERAPEUTICS HOLDING C.V., a limited partnership
(commanditaire vennootschap) organized under the laws of the Netherlands with offices located at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY-1102 Cayman Islands and DURATA THERAPEUTICS INTERNATIONAL B.V.,
a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands and with offices
located at Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands, and which is registered with the Chamber of Commerce of Amsterdam under registration number 55527221 (individually and collectively, jointly and severally,
“Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of FIVE MILLION DOLLARS ($5,000,000.00) or such lesser amount as shall equal the outstanding principal balance of
the Term A Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term A Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated March     , 2013 by
and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not
sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning
attributed to such term in the Loan Agreement. 
 Principal, interest and all other amounts due with respect to the Term A Loan, are payable in
lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable thereto, and all payments
made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. 
 The Loan Agreement, among other things, (a) provides for the making of a secured Term A Loan by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events. 
 This Note may not be prepaid except as set forth in Section 2.2 (c) and
Section 2.2(d) of the Loan Agreement. 
 This Note and the obligation of Borrower to repay the unpaid principal amount of the Term A
Loan, interest on the Term A Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. 
 Presentment
for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. 
 Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of
Borrower’s obligations hereunder not performed when due. 
 This Note shall be governed by, and construed and interpreted in accordance
with, the internal laws of the State of New York. 
 The ownership of an interest in this Note shall be registered on a record of
ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of
ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes
and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity.  
 [Balance of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers
thereunto duly authorized on the date hereof. 
  

									
	BORROWER:	 		 	BORROWER:
			
	 DURATA THERAPEUTICS HOLDING C.V.,
 represented by its General Partner, Durata Therapeutics, Inc. by,
	 		 	DURATA THERAPEUTICS INTERNATIONAL B.V.
					
	By:	 	  
	 		 	By:	 	  

	Name:	 	Corey N. Fishman	 		 	Name:	 	Corey Neal Fishman
	Title:	 	Chief Operating Officer and Chief Financial Officer	 		 	Its:	 	Authorised signatory

 Oxford Finance LLC 
 Secured Promissory Note 
 Term A Loan – Note No. 1








 LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL 

 

									
	 Date
	  	Principal
Amount	  	Interest Rate	  	Scheduled
Payment Amount	  	Notation By
		  		  		  		  	
		  		  		  		  	
		  		  		  		  	








 SECURED PROMISSORY NOTE 

(Term A Loan – Note No. 2) 
  

			
	$5,000,000.00	  	Dated: March     , 2013

 FOR VALUE RECEIVED, the undersigned, DURATA THERAPEUTICS HOLDING C.V., a limited partnership
(commanditaire vennootschap) organized under the laws of the Netherlands with offices located at 4th Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman, KY-1102 Cayman Islands and DURATA THERAPEUTICS INTERNATIONAL B.V.,
a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its corporate seat (statutaire zetel) in Amsterdam, the Netherlands and with offices
located at Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands, and which is registered with the Chamber of Commerce of Amsterdam under registration number 55527221 (individually and collectively, jointly and severally,
“Borrower”) HEREBY PROMISES TO PAY to the order of OXFORD FINANCE LLC (“Lender”) the principal amount of FIVE MILLION DOLLARS ($5,000,000.00) or such lesser amount as shall equal the outstanding principal balance of
the Term A Loan made to Borrower by Lender, plus interest on the aggregate unpaid principal amount of such Term A Loan, at the rates and in accordance with the terms of the Loan and Security Agreement dated March     , 2013 by
and among Borrower, Lender, Oxford Finance LLC, as Collateral Agent, and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). If not
sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have the meaning
attributed to such term in the Loan Agreement. 
 Principal, interest and all other amounts due with respect to the Term A Loan, are payable in
lawful money of the United States of America to Lender as set forth in the Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate applicable thereto, and all payments
made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. 
 The Loan Agreement, among other things, (a) provides for the making of a secured Term A Loan by Lender to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events. 
 This Note may not be prepaid except as set forth in Section 2.2 (c) and
Section 2.2(d) of the Loan Agreement. 
 This Note and the obligation of Borrower to repay the unpaid principal amount of the Term A
Loan, interest on the Term A Loan and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. 
 Presentment
for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are hereby waived. 
 Borrower shall pay all reasonable fees and expenses, including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of
Borrower’s obligations hereunder not performed when due. 
 This Note shall be governed by, and construed and interpreted in accordance
with, the internal laws of the State of New York. 
 The ownership of an interest in this Note shall be registered on a record of ownership
maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the
transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be
bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity. 

[Balance of Page Intentionally Left Blank] 







 IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed by one of its officers
thereunto duly authorized on the date hereof. 
  

									
	BORROWER:	 		 	BORROWER:
			
	 DURATA THERAPEUTICS HOLDING C.V.,
 represented by its General Partner, Durata Therapeutics, Inc. by,
	 		 	DURATA THERAPEUTICS INTERNATIONAL B.V.
					
	By:	 	  
	 		 	By:	 	  

	Name:	 	Corey N. Fishman	 		 	Name:	 	Corey Neal Fishman
	Title:	 	Chief Operating Officer and Chief Financial Officer	 		 	Its:	 	Authorised signatory
				
	COLLATERAL AGENT AND LENDER:	 		 		 	
				
	OXFORD FINANCE LLC	 		 		 	
					
	By:	 	  
	 		 		 	
	Name:	 	  
	 		 		 	
	Title:	 	  
	 		 		 	

 Oxford Finance LLC 
 Secured Promissory Note 
 Term A Loan – Note No. 2








 LOAN INTEREST RATE AND PAYMENTS OF PRINCIPAL 

 

									
	 Date
	  	Principal
Amount	  	Interest Rate	  	Scheduled
Payment Amount	  	Notation By