Exhibit 10.1


 


FIRST AMENDMENT TO THE LOAN AND SECURITY
AGREEMENT


 


THIS FIRST AMENDMENT to the Loan and Security
Agreement (this “Amendment”) is made effective as of June 25, 2020 (the “Amendment Date”)
and made by and among WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”) and FENNEC
PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”).


 


WHEREAS, Bank and Borrower have entered
into that certain Loan and Security Agreement, dated as of February 1, 2019 (as amended, supplemented, restated or otherwise modified
from time to time, the “Loan Agreement”) pursuant to which Bank has provided to Borrower certain loans in accordance
with the terms and conditions thereof; and


 


WHEREAS, Bank and Borrower desire to amend
certain provisions of the Loan Agreement as provided herein and subject to the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the
promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Bank and Borrower hereby agree as follows:


 


1.      
Capitalized terms used herein but not otherwise defined shall have the respective meanings given to them in the Loan Agreement.


 


2.      
Section 1.1 of the Loan Agreement is hereby amended by deleting therefrom the definitions of “Draw Period” and
 “Equity Event” and adding the following definitions therein in alphabetical order:


 


“Additional Warrant” is that certain
Warrant to purchase Parent’s capital stock from and after the August 6, 2020 until expiry thereof, to be issued by Borrower
(subject to the conditions hereof) in favor of the Bank on August 6, 2020.


 


“Fee In Lieu Of Additional Warrant” is
an amount of One Hundred Seventeen Thousand One Hundred Fifty Dollars ($117,150.00).


 


“Fennec EU” means Fennec Pharmaceuticals
(EU) Limited, an Ireland company and a wholly owned subsidiary of Parent.


 


“First Amendment Date” is June 25, 2020.


 


“First Draw Period” is the period commencing
of the date of the occurrence of the Approval Event and ending on the earlier of (i) December 31, 2020 and (ii) the occurrence
of an Event of Default; provided, however, that the Draw Period shall not commence if on the date of the occurrence of the Approval
Event an Event of Default has occurred and is continuing.


 


“Revenue Event” is the achievement by
Borrower after the First Amendment Date of consolidated trailing six-month revenues of at least Eight Million Five Hundred Thousand
Dollars ($8,500,000) on or before December 31, 2021, at the end of any fiscal month of Borrower, as reasonably determined by the
Bank based on evidence reasonably acceptable to the Bank.


 


“Second Draw Period” is the period commencing
of the date of the occurrence of the Revenue Event and ending on the earlier of (i) December 31, 2021 and (ii) the occurrence of
an Event of Default; provided, however, that the Draw Period shall not commence if on the date of the occurrence of the Revenue
Event an Event of Default has occurred and is continuing.


 


“Seventy Five Percent Test” means that
on the date of its determination, Parent shall have achieved consolidated trailing six month revenue (for the six full calendar
months completed immediately preceding the date of determination) equal to at least seventy-five percent (75%) of the projected
revenue for such period in accordance with the then applicable Parent’s Board approved financial projections delivered by
Borrower and accepted by Bank in accordance with Section 6.3 hereof, as reasonably determined by the Bank based on evidence reasonably
acceptable to the Bank.


 



     


     


    




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


 


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


 


3.      
Section 1.1 of the Loan Agreement is hereby amended by amending and restating the following definitions therein as follows:


 


“Amortization Date” is (i) the date that
is the nineteenth month anniversary of the first day of the month immediately following the Closing Date, if the Revenue Event
does not occur and (ii) the date that is the twenty-fifth month anniversary of the first day of the month immediately following
the Closing Date, if the Revenue Event does occur.


 


“Approval Event” is the receipt of the
final NDA approval by Borrower from the U.S. Food and Drug Administration for Borrower’s drug candidate currently named PEDMARK
on or before December 31, 2020.


 


“Closing Date” means the Funding Date
of the Term A Loan.


 


“Effective Interest Rate” is with respect
to the Term Loans, the per annum rate of interest (based on a year of three hundred sixty (360) days) equal to the sum of (a) Index
Rate on the first Business Day of the month that immediately precedes the month in which the interest will accrue, plus (b) One
percent (1.00%).


 


“Index Rate” means the higher of (i)
Prime Rate published in the Money Rates section of the Western Edition of The Wall Street Journal and (ii) Three and Twenty-Five
Hundredths percent (3.25%).


 


“Maturity Date” is the date that is the
forty-eighth month anniversary of the first day of the month immediately following the Closing Date.


 


 


4.      
Section 2.2 of the Loan Agreement is hereby amended and restated as follows:


 


		2.2	Term Loans.



 


(a)       Availability.


 


(i)       Subject
to the terms and conditions of this Agreement, during the First Draw Period, Bank shall make a term loan to Borrower in the amount
of Twelve Million Five Hundred Thousand Dollars ($12,500,000) (such term loan is hereinafter referred to as “Term A Loan”).
After repayment, the Term A Loan may not be re-borrowed.


 


(ii)       Subject
to the terms and conditions of this Agreement, during the Second Draw Period, Bank shall, at the request of the Borrower, make
a term loan to Borrower in an aggregate original principal amount equal to up to Five Million Five Hundred Thousand Dollars ($5,500,000)
(such term loan is hereinafter referred to as “Term B Loan”; each Term A Loan or Term B Loan is hereinafter referred
to singly as a “Term Loan” and the Term A Loan and the Term B Loan are hereinafter referred to collectively as the
 “Term Loans”). After repayment, the Term B Loan may not 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 equal monthly payments
of principal, together with applicable interest, in arrears, as calculated by Bank (which calculations shall be deemed correct
absent manifest error) based upon: (1) the amount of the Term Loans, (2) the effective rate of interest, as determined in Section
2.4(a), and (3) a repayment schedule as determined by the Bank based on the Maturity Date and the Amortization Date (which determination
shall be deemed correct absent manifest error). All unpaid principal and accrued and unpaid interest is due and payable in full
on the Maturity Date with respect to the Term Loans. The Term Loans may only be prepaid in accordance with Sections 2.2(c) and
2.2(d).


 



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(c)    Mandatory Prepayments.
If any Term Loan is accelerated following the occurrence of an Event of Default, Borrower shall immediately pay to Bank, an amount
equal to the sum of: (i) all outstanding principal of all 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 Bank’s 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 Bank the Final Payment in respect of the Term Loans.


 


(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 Bank under this Agreement, provided Borrower (i) provides written notice to Bank of its election to prepay the Term Loans
at least thirty (30) days prior to such prepayment, and (ii) pays to the Bank on the date of such prepayment 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 Bank’s
Expenses and interest at the Default Rate with respect to any past due amounts.


 


5.      
Section 2.5 of the Loan Agreement is hereby amended by removing “and” at the end of Section 2.5(c), replacing
 “.” at the end of Section 2.5(d) with “; and” and adding the following Section 2.5(e) thereto:


 


(e) facility fee in the amount
of $23,110 which was received by the Bank on June 3, 2020.


 


6.      
Section 2.7 of the Loan Agreement is hereby amended and restated as follows:


 


2.7       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 the Bank 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 Secured Promissory Note, an appropriate notation on such 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 Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and unpaid to
the Bank, but the failure to record, or any error in so recording, any such amount on such 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 the
Bank as to the loss, theft, destruction, or mutilation of any of its Secured Promissory Note, Borrower shall issue, in lieu thereof,
a replacement Secured Promissory Note in the same principal amount thereof and of like tenor.


 


		7.	Section 3.2 of the Loan Agreement is hereby amended and
restated as follows:



  



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3.2       Conditions
Precedent to all Credit Extensions. The obligation of Bank to make each Credit Extension, including the initial Credit Extension,
is further subject to the representations and warranties contained in Section 5 shall be true and correct in all material respects
on and as of the effective date of each Credit Extension as though made at and as of each such date, and no Event of Default shall
have occurred and be continuing, or would exist after giving effect to such Credit Extension. The making of each Credit Extension
shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the
facts referred to in this Section 3.2. Furthermore, the making of each Credit Extension shall be subject to the delivery by Borrower
to the Bank, to the extent not delivered at the Closing, of duly executed original Secured Promissory Notes and Warrants, in number,
form and content acceptable to the Bank, with respect to such Credit Extension made by the Bank after the Closing Date. Furthermore,
if the Credit Extension is for Term B Loan, in addition to all other applicable provisions of this Agreement, Borrower must also
have on the Funding Date of the Term B Loan, in accounts maintained with the Bank, unrestricted cash and cash equivalents in an
aggregate amount equal to at least twelve times the Monthly Cash Burn as calculated on the last date of the immediately preceding
month.


 


		8.	Section 5.16 of the Loan Agreement is hereby amended
and restated as follows:



 


5.16       Use
of Proceeds. Borrower shall use the proceeds of the Term Loans 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.


 


		9.	Section 6.7 of the Loan Agreement is hereby amended and
restated as follows:



 


6.7       Accounts.
Borrower shall (i) maintain and shall cause each of its Subsidiaries and Parent to maintain its primary depository, operating,
and investment accounts with Bank (including, without limitation, all depository, operating, and investment accounts maintained
in the United States) and (ii) endeavor to utilize and shall cause each of its Subsidiaries and Parent to endeavor to utilize Bank’s
International Banking Division for any international banking services required by Borrower, including, but not limited to, foreign
currency wires, hedges and swaps. Notwithstanding the foregoing, Parent may continue to maintain its accounts with Royal Bank of
Canada that are identified on the Perfection Certificate on the Effective Date; provided, that, the aggregate balance in all such
accounts may not exceed $250,000 at any time.


 


		10.	Section 6.12 of the Loan Agreement is hereby amended
and restated as follows:



 





6.12       Financial
Covenants.


 


(a)       Commencing
on the Closing Date, Borrower shall at all times maintain in accounts held at the Bank, unrestricted cash and cash equivalents
in an aggregate amount equal to at least three times the Monthly Cash Burn as calculated on the last date of the immediately preceding
month.


 


(b)       At
all times on and after the Funding Date Term B Loan, Parent must satisfy the Seventy Five Percent Test each month, as determined
by the Bank on the date of the receipt of the monthly financial statements by the Bank in accordance with Section 6.3 hereof.


 


		11.	The following Section 6.14 is hereby added to the
Loan Agreement:



 


6.14       Additional
Warrant; Fee In Lieu of Additional Warrant. On August 6, 2020, either (i) Borrower shall deliver to Bank a duly executed, issued
and authorized Additional Warrant to purchase stock of Parent in such form and substance as is agreed to by the parties, dated
as of the August 6, 2020 or (ii) Borrower shall notify the Bank in writing that in lieu of delivering the Additional Warrant Borrower
shall pay to the Bank, no later than August 13, 2020, Fee In Lieu Of Additional Warrant. If Borrower opts for the option set forth
in clause (ii) of the immediately preceding sentence, Borrower shall no later than August 13, 2020, irrevocably pay the Fee In
Lieu Of Additional Warrant which shall be deemed to be fully earned by the Bank.


 


		12.	Section 7.12 of the Loan Agreement is hereby amended
and restated as follows:



 


7.12        Capital
Expenditures. Make or contract to make, without Bank’s prior written consent, capital expenditures, including leasehold
improvements:


 



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		(i)	in excess of $250,000.00 in any fiscal year prior to the Funding Date Term B Loan; or



 


		(ii)	in excess of $500,000.00 in any fiscal year after the Funding Date Term B Loan,



 


or incur liability for rentals of property (including both
real and personal property) in an amount which, together with capital expenditures, shall in any such fiscal year exceed such
applicable sum.


 


		13.	The following Section 7.14 is hereby added to the Loan
Agreement:
	 	 	 



		7.14	    Fennec EU. 



 


(a)       Parent
shall cause the aggregate amount of assets held by Fennec EU not to exceed Nine Hundred Thousand Dollars ($900,000.00) at any given
time.


 


(b)       The
aggregate amount of cash that may be collectively transferred by Borrower, Parent and all other subsidiaries of Parent to Fennec
EU in any given fiscal quarter shall not exceed Six Hundred Thousand Dollars ($600,000.00).


 


		14.	Exhibit C to the Loan Agreement is hereby amended and
restated as set forth on Exhibit A hereto.






		15.	Exhibit D to the Loan Agreement is hereby amended and
restated as set forth on Exhibit B hereto.






		16.	Limitation of Amendment.



 





a.                
The amendments set forth above are effective for the purposes set forth herein and shall be limited precisely as written
and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan
Document, or (b) otherwise prejudice any right, remedy or obligation which the Bank or Borrower may now have or may have in the
future under or in connection with any Loan Document, as amended hereby.


 


b.               
This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed
and shall remain in full force and effect.


 


		17.	To induce the Bank to enter into this Amendment, Borrower
hereby represents and warrants to the Bank as follows:



 


a.                
Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents
are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties
relate to an earlier date, in which case they are true and correct in all material respects as of such date), and (b) no Event
of Default has occurred and is continuing;


 


b.               
Borrower has the power and due authority to execute and deliver this Amendment and to perform its obligations under the
Loan Agreement, as amended by this Amendment;


 


c.                
The organizational documents of Borrower delivered to the Bank on the Effective Date, and updated pursuant to subsequent
deliveries by the Borrower to the Bank, if any, remain true, accurate and complete and have not been amended, supplemented or restated
and are and continue to be in full force and effect;


 


d.               
The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan
Agreement, as amended by this Amendment, will not constitute an event of default under any material agreement with a Person binding
on Borrower, or a breach of any provision contained in the Articles of Incorporation or Bylaws of Borrower; and


 



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e.                
This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against
Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium or other similar laws of general application and by general equitable principles.


 


18.   
Borrower hereby remises, releases, acquits, satisfies and forever discharges the Bank, its agents, employees, officers,
directors, predecessors, attorneys and all others acting or purporting to act on behalf of or at the direction of the Bank (“Releasees”),
of and from any and all manner of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements,
variances, damages, judgments, claims and demands whatsoever, in law or in equity, which any of such parties ever had, now has
or, to the extent arising from or in connection with any act, omission or state of facts taken or existing on or prior to the date
hereof, may have after the date hereof against the Releasees, for, upon or by reason of any matter, cause or thing whatsoever relating
to or arising out of the Loan Agreement or the other Loan Documents on or prior to the date hereof and through the date hereof.
Without limiting the generality of the foregoing, the Borrower waives and affirmatively agrees not to allege or otherwise pursue
any defenses, affirmative defenses, counterclaims, claims, causes of action, setoffs or other rights they do, shall or may have
as of the date hereof, including the rights to contest: (a) the right of Bank to exercise its rights and remedies described in
the Loan Documents; (b) any provision of this Amendment or the Loan Documents; or (c) any conduct of the Bank or other Releasees
relating to or arising out of the Loan Agreement or the other Loan Documents on or prior to the date hereof.


 


19.   
Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect without alteration or amendment.
This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations
or agreements.


 


20.   
This Amendment shall be deemed effective as of the Amendment Date upon the due execution and delivery to the Bank of this
Amendment by each party hereto.


 


21.   
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which,
taken together, shall constitute one and the same instrument.


 


22.   
This Amendment and the rights and obligations of the parties hereto shall be governed by and construed in accordance with
the laws of the State of California.


 


 


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IN WITNESS WHEREOF, the parties hereto
have caused this First Amendment to the Loan and Security Agreement to be executed as of the date first set forth above.


 


	 	
        Fennec Pharmaceuticals,
        Inc., a Delaware corporation

         

        By:  /s/ Robert Andrade

         

        Name: Robert Andrade

         

        Title: Chief Financial Officer

         

	 	
         

         

        Western Alliance Bank,
        an Arizona corporation

         

        By: /s/ Lindsay Forty

         

        Name: Lindsay Forty

         

        Title: VP, Portfolio Management

         

         

         



 



     


     


    




Exhibit A


 


Exhibit
C


 


Compliance
Certificate


 


		TO:	WESTERN ALLIANCE BANK, an Arizona corporation



 


FROM:                                                                                                    


 


The undersigned authorized officer of FENNEC
PHARMACEUTICALS, INC. hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between
Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with
all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are
true and correct as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer
further certifies that these 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.


 


Please indicate compliance status by
circling Yes/No under “Complies” column.


 


	Reporting Covenant	Required	Complies
	 	 	 	 
	Annual financial statements (CPA Audited)	FYE within 90 days	Yes	No
	 	 	 	 
	Quarterly financial statements and Compliance Certificate	Prior to each Credit Extension, and monthly within 30 days 	Yes	No
	 	 	 	 
	Monthly cash balances statement	
        Prior to each Credit Extension, and monthly
        within 30 days

         
	Yes	No
	10K and 10Q	Within 5 days of filing	Yes	No
	 	 	 	 
	Annual operating budget, sales projections and operating plans approved by board of directors	Annually no later than 30 days prior to the beginning of each fiscal year	Yes	No
	 	 	 	 
	
        Monthly Cash Burn (after Closing Date)[1]:
        ___________

         

        Unrestricted deposits with Bank $____________

         

        Covenant
	 	 	 
	
         

        At all times after the Closing Date unrestricted
        cash and cash equivalents held at accounts at the Bank must be greater than or equal to three time the Monthly Cash Burn
	 	Yes	No
	
         

        At all times on and after the Funding Date
        of Term B Loan, Parent must achieve 75% of the trailing 6-month consolidated revenue
	 	Yes	No
	___________________________________________	 	 	 
	1 Please attach separate sheet
showing the calculation	 	 	 
	 	 	 	 
	
	 	 	 	 	 	 


 






     


     


    

 


 





	 	 	 	 
	Deposit balances with Bank	$ ___________________	 	 
	Deposit balance outside Bank	$ ___________________	 	 
	 	 	 	 
	Comments Regarding Exceptions: See Attached.	BANK USE ONLY
	 	 
	 	Received by: 
	
         

         

        Sincerely,
	AUTHORIZED SIGNER
	 	 
	 	Date: 
	 	 
	 	 
	___________________________________________	Verified:

	SIGNATURE	AUTHORIZED SIGNER
	 	 
	___________________________________________	Date: 
	TITLE	 
	 	Compliance Status	Yes          No
	___________________________________________	 
	DATE	 
	 	 	 	 	 	 


 


 


 



     


     


    




  


Exhibit B


 


EXHIBIT D


 


SECURED PROMISSORY NOTE

(Term [A][B] Loan)


 





	$[_____]	Dated: [_____]



  


FOR VALUE RECEIVED, the undersigned, FENNEC
PHARMACEUTICALS, INC., a Delaware corporation with offices located at 68 TW Alexander Drive, Research Triangle Park, NC 27709 (“Borrower”)
HEREBY PROMISES TO PAY to the order of WESTERN ALLIANCE BANK (“Bank”) the principal amount of [___] DOLLARS
($[____]) or such lesser amount as shall equal the outstanding principal balance of the Term [A][B] Loan made to Borrower by the
Bank, plus interest on the aggregate unpaid principal amount of such Term [A][B] Loan, at the rates and in accordance with the
terms of the Loan and Security Agreement dated February 1, 2019 by and between Borrower and the Bank (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][B] Loan, are payable in lawful money of the United States of America to the Bank 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 the Bank 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][B] Loan by the Bank 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][B] Loan, interest on the Term [A][B] Loan and all other amounts due to the
Bank 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 the Bank 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 California.


 


The ownership of an interest in this Note
shall be registered on a record of ownership maintained by the Bank 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.


 



     


     


    




 


 


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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:
	 	 	 
	 	 	FENNEC PHARMACEUTICALS, INC.
	 	 	 
	 	 	 
	 	 	By                                                                
	 	 	Name:                                                          
	 	 	Title:                                                            


 


 


 


 


 


 


  


 


 


Term [A][B] Loan Note


 






     


     


    

 


 


LOAN INTEREST RATE AND PAYMENTS OF
PRINCIPAL


 


	
        Date
	


        Principal

        Amount


	
        Interest
        Rate
	


        Scheduled

        Payment Amount


	
        Notation
        By