Exhibit
10.35


 


FIRST AMENDMENT TO LOAN AGREEMENT


 


THIS FIRST AMENDMENT TO
LOAN AGREEMENT (this “Amendment”) is made and entered into as of September 30,
2009, between ISIS PHARMACEUTICALS, INC., a
Delaware corporation (together with its successors and assigns, “Borrower”),
and RBS ASSET FINANCE, INC., a New York
corporation (together with its successors and assigns, “Lender”).


 


RECITALS


 


A.            Lender and Borrower have previously entered into a
Loan Agreement dated as of October 15, 2008 (as amended, the “Agreement”).


 


B.            Lender and Borrower wish to amend the Agreement as
provided herein.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements herein
contained, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, it is hereby agreed as follows:


 


1.             The Agreement is amended as follows:


 


(i)  The
definitions of the following terms set forth in Schedule I to the Agreement are
hereby amended to have the meanings set forth below:


 


“Financial Statements” means the audited financial statement of
Borrower and each Guarantor for their fiscal years ended December 31, 2008
and the unaudited financial statement of Borrower and each Guarantor and for
the quarter ended June 30, 2009.


 


“Maximum Principal Amount” means $18,400,000.00


 


“Scheduled Commitment
Termination Date” means July 7, 2010.


 


(ii)  ARTICLE
VI:  COVENANTS Section 6.02.
Negative Covenants of the Agreement is hereby amended to add the following
paragraph as a new subsection (f):


 


“(f) Borrower shall maintain a depository account
with RBS Citizens Bank, N.A. as with a balance of at least Two-Hundred
Fifty-Thousand Dollars and 00/100 ($250,000.00) until all Obligations of
Borrower to Lender under the Agreement are indefeasibly paid in full.”


 


(iii)  ARTICLE VII:  EVENT OF DEFAULT Section 7.01(K) is
hereby amended to read in its entirety as follows:


 


“(k)         At any time Borrower shall be a guarantor
of obligations under such Loan Agreement, an of Event of Default shall exist
under and as defined in that certain Loan Agreement dated September 30,
2009 between Lender and REGULUS THERAPEUTICS INC.”


 


2.             This Amendment may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.


 


3.             All other terms and conditions of the
Agreement not specifically amended by this Amendment shall remain in full force
and effect and are hereby ratified and confirmed by Lender and Borrower.


 


4.             This Amendment shall be governed by the
law of the State of Illinois (without regard to the conflict-of-laws principles
thereof).


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Amendment in their respective
corporate names by their duly authorized officers, all as of the date first
written above.


 


	
  Lender:

  	
  RBS ASSET FINANCE, INC.,

  
	
   

  	
  a New York corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Cynthia Prince

  
	
   

  	
   

  
	
   

  	
  Name

  	
  Cynthia Prince

  
	
   

  	
   

  
	
   

  	
  Title

  	
  VP

  
	
   

  	
   

  
	
   

  	
   

  
	
  Borrower:

  	
  ISIS PHARMACEUTICALS, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ B. Lynne Parshall

  
	
   

  	
   

  
	
   

  	
  Name

  	
  B. Lynne Parshall

  
	
   

  	
   

  
	
   

  	
  Title

  	
  COO & CFO

  



 


[EXECUTION PAGE OF
AMENDMENT TO LOAN AGREEMENT]


 


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