a01hcrportolaamendmentno






                                                                         Exhibit 10.52                                                                  EXECUTION VERSION                          AMENDMENT NO. 1 TO CREDIT AGREEMENT                    THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of August 15, 2019       (this  “Amendment”), to the  Credit Agreement, dated as of February 28, 2019 (as heretofore  amended,       restated,  supplemented  or  otherwise  modified  and  in  effect immediately prior  to  the  date  hereof,  the       “Existing  Credit  Agreement”,  and  as  modified  and  amended  hereby  and  as  may  be  further  amended,       restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Portola       Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to time party       thereto, the  Lenders  from  time  to  time  party  thereto  and HCR  Collateral  Management, LLC,  as       administrative agent (in such capacity, the “Administrative Agent”).                                          RECITALS                    WHEREAS,  the  Borrower and  the  Guarantors  have requested  that  the  Administrative       Agent and the Lenders make  certain modifications to the Existing Credit Agreement on the terms  and       subject to the conditions set forth herein; and                    WHEREAS, the Administrative Agent and the Lenders party hereto have agreed to such       modifications solely upon the terms and subject to the conditions set forth herein;                   NOW,  THEREFORE,  in  consideration of  the  premises  herein  contained  and  for  other       good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties       hereto hereby agree as follows:                    1.    Defined  Terms.   Unless  otherwise  defined  herein,  terms  defined  in  the Credit      Agreement and used herein shall have the meanings ascribed to them in the Credit Agreement.                    2.    Amendment to Section 6.22(d) of the Existing Credit Agreement. Section 6.22(d)      of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:              “(d) (i) agreements regarding the Borrower, its assets or operations or any investment therein to             which any of its equityholders is a party and by which it is bound and (ii) agreements regarding             any  Subsidiary,  its  assets  or operations  or  any  investment  therein  to  which  any  of  its             equityholders is a party or by which it is bound”.                    3.    Amendment to Section 8.18(a) of the Existing Credit Agreement. Section 8.18(a)      of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:              “(a)  Commencing with the date that is six (6) months after the Closing Date, except (i)  in the             case  of (x) a  Subsidiary  that  is  a Loan  Party (and  for  the  avoidance  of  doubt,  excluding  the             Borrower) or (y) the Dutch Holdco (as defined in Schedule 7.21 herein), directly own any Equity             Interests of a Foreign Subsidiary or (ii) in the case of the Loan Parties, own any IP Rights arising             under the laws of any jurisdiction other than the United States, any state of the United States or             the District of Columbia.”                    4.    Conditions to Effectiveness.  This Amendment shall become effective as of the      date (the “First Amendment Effective Date”) on which the following conditions precedent shall have been       satisfied:                     (a) Amendment.  The Administrative Agent shall have executed this Amendment and  shall  have  received  a  copy  of  this  Amendment,  executed  and  delivered  by  a  duly  authorized  officer  of  the  Borrower, the Guarantors and the Lenders.                                             - 1 -       USActive 53908037.6





 






                          (b) Representations and Warranties.  Each of the representations and warranties of the  Borrower and the Guarantors in Section 5 below are true and correct in all respects.                     (c) Fees.  The Administrative Agent shall have received the fees (including reasonable  fees, charges and disbursements of external counsel to the Administrative Agent) to be received on the First  Amendment Effective Date.                    5.    Representations and Warranties.  Each Loan Party represents and warrants to the       Administrative Agent and each Lender that as of the First Amendment Effective Date (before and after       giving effect to this Amendment):                     (a) such  Loan  Party has  the  requisite  power  and  authority  to  execute,  deliver  and  perform this Amendment;                     (b) each of the representations and warranties made by such Loan Party herein or in or  pursuant to the Loan Documents is true and correct in all material respects (other than any representation and  warranty expressly subject to an express Material Adverse Effect qualification or any similar qualification as to  materiality, which shall be true and correct in all respects) on and as of the First Amendment Effective Date as  if  such  representation  and  warranty  was  made  on  and  as  of  such  date,  except  to  the  extent  any  such  representation  and  warranty  relates  solely  to  a  specified  prior  date,  in  which  case  such  representation  and  warranty shall be true and correct in all material respects (other than any representation and warranty expressly  subject to an express Material Adverse Effect qualification or any similar qualification as to materiality, which  shall be true and correct in all respects) as of such specified date; and                     (c) both  before  and  after  giving  effect  to  this  Amendment,  no  Default  or  Event  of  Default has occurred and is continuing, or will result from the consummation of the transactions contemplated  by this Amendment.                    6.    Miscellaneous.                     (a) Loan Document.  Each of the parties hereto agrees that this Amendment constitutes  a “Loan Document” for all purposes under the Credit Agreement and the other Loan Documents.                     (b) Limited  Effect.   Except  as  expressly consented  to hereby,  all  of  the  terms  and  provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect  in  accordance  with  their  respective  terms; provided that,  upon  the  effectiveness  of  this  Amendment,  each  reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit  Agreement  as  amended  hereby.   The  amendments  contained  herein  shall  not  be  construed  as  a  waiver  or  amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose  except as expressly set forth herein or a consent to any further or future action on the part of the Borrower or  any Guarantors that would require the waiver or consent of the Administrative Agent or any of the Lenders.                     (c) Severability.  In case any of the provisions of this Amendment shall for any reason  be held to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any  other  provision  hereof,  and  this  Amendment  shall  be  construed  as  if  such  invalid,  illegal,  or  unenforceable  provision had never been contained herein.                     (d) Execution in Counterparts.  This Amendment may be executed by one or more of  the parties to this Amendment on any number of separate counterparts (including by facsimile transmission or  electronic mail transmission in portable document format of signature pages hereto), and all of said counterparts  taken together shall be deemed to constitute one and the same instrument.  Delivery of an executed signature                                             - 2 -       USActive 53908037.6 





 






        page of this Amendment by facsimile transmission or by electronic mail in portable document format shall be  effective as delivery of a manually executed counterpart hereof.                       (e) GOVERNING  LAW.  THIS  AMENDMENT         AND  ANY  CLAIMS,  CONTROVERSY, DISPUTE    OR CAUSE OF ACTION    (WHETHER IN CONTRACT    OR TORT OR  OTHERWISE)  BASED  UPON,  ARISING  OUT  OF  OR RELATING  TO  THIS  AGREEMENT  AND  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.                     (f) Jurisdiction.   The  Borrower and  each  Guarantor irrevocably  and  unconditionally  agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law  or  equity,  whether  in  contract  or  in  tort  or  otherwise,  against  the  Administrative  Agent, any  Lender  or  any  Related  Party  of  the  foregoing  in  any  way  relating  to  this  Amendment or  the  Credit  Agreement or  the  transactions relating hereto or thereto, in any other forum other than the courts of the State of New York and  any United States District Court in the state of New York, and any appellate court from any thereof, and each of  the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all  claims in respect of any such action, litigation or proceeding may be heard and determined in such New York  State court or, to the fullest extent permitted by applicable law, in such federal court.  Each of the parties hereto  agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other  jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Amendment or  the Credit Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to  bring any action or proceeding relating to this Amendment or the Credit Agreement against the Borrower, any  Guarantor or their respective properties in the courts of any jurisdiction.                     (g) Waivers  of  Jury  Trial.  EACH PARTY HERETO  HEREBY  IRREVOCABLY  WAIVES,  TO  THE  FULLEST  EXTENT  PERMITTED  BY  APPLICABLE  LAW,  ANY  RIGHT  IT  MAY  HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING  OUT OF OR RELATING TO THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN  DOCUMENT    OR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY     OR  THEREBY  (WHETHER  BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES  THAT  NO  REPRESENTATIVE,  AGENT  OR  ATTORNEY  OF  ANY  OTHER  PERSON  HAS  REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE  EVENT   OF   LITIGATION,   SEEK   TO   ENFORCE    THE   FOREGOING    WAIVER    AND  (B) ACKNOWLEDGES  THAT  IT  AND  THE  OTHER  PARTIES  HERETO  HAVE  BEEN  INDUCED  TO  ENTER  INTO  THIS  AMENDMENT,  THE  CREDIT    AGREEMENT  AND  THE  OTHER  LOAN  DOCUMENTS  BY,  AMONG  OTHER  THINGS,  THE  MUTUAL  WAIVERS  AND  CERTIFICATIONS  IN  THIS SECTION.                     (h) Integration.  This Amendment represents the agreement of the parties hereto with  respect  to  the  subject  matter  hereof,  and  there  are  no  promises,  undertakings,  representations  or  warranties  relative to subject matter hereof not expressly set forth or referred to herein.                     (i) Binding  Effect. The  execution  and  delivery  of  this  Amendment  by  each  party  hereto shall be binding upon each of such party’s successors and assigns.                       (j) Headings,  etc.   Section  or  other  headings  contained  in  this  Amendment  are  for  reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.                                  [SIGNATURE PAGES FOLLOW]                                              - 3 -       USActive 53908037.6 





 






               IN WITNESS WHEREOF,      the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.                                                  PORTOLA   PHARMACEUTICALS,       [NC., AS                                                   Borrower                                                  By:                                                   Name:Mardi  Dier                                                   Title: Chief Financial Officer   PORTOLA PTIARMACEUTICALS,  INC. FIRST AMENDMENT  TO CREDIT AGREEMENT





 






 GUARANTORS                                       PORTOLA EU HOLDINGS, LIMITED                                                     By                                                                   Chen                                                       Ti        ident and Treasurer   PORTOLA   PHARMACEUTICALS, INC. FIRST AMENDMENT     TO CREDIT  AGREEMENT