Amendment to Loan and Security Agreement



 Exhibit 10.14 (a) 

February 3, 2012 

ONCOTHYREON INC. 
 2601 Fourth Avenue, Suite 500

 Seattle, Washington 98121 

Attention: Julie Eastland, Chief Financial Officer 
 Phone: (206) 801-2112 
 Facsimile: (206) 801-2101 

 

			
	RE:	  	Loan Agreement, dated as of February 8, 2011 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”), by and among
Oncothyreon Inc. (“Borrower”), the other Loan Parties signatory thereto, the Lenders signatory thereto from time to time, and General Electric Capital Corporation (“GE Capital”), as a Lender and as agent for the
Lenders (in such capacity, the “Agent”)

 Ladies and Gentlemen: 
 All capitalized terms used in this letter agreement shall have the respective meanings given such terms in the above-referenced Loan Agreement. 

Subject to the terms and conditions hereof and in accordance with Section 10.8(b) of the Loan Agreement, notwithstanding any
provision set forth in the Loan Agreement to the contrary, the Borrower, the Agent and the Requisite Lenders hereby agree that (a) the Borrower may terminate the Small Cap Biotech Agreement and (b) Section 7.13 of the Loan Agreement
is deleted in its entirety; provided, however, that (a) at all times after the date hereof and prior to August 1, 2012, (i) the Borrower shall maintain a $50,000,000 “At-the-Market” facility with Cowen and Company,
LLC, as sales agent (“Cowen”) pursuant to (1) that certain Sales Agreement, dated as of February 3, 2012, by and between Borrower and Cowen substantially in the form attached hereto as Exhibit A, and (2) any
agreements executed in connection therewith (collectively, as the same are amended from time to time in accordance with Section 7.11 of the Loan Agreement, the “Cowen Agreement”), and (ii) the Borrower shall have the
ability to make “Placement Notices” (as such term is defined in the Cowen Agreement), under the Cowen Agreement unless the Borrower has previously requested and drawn at least $12,000,000 available under the Cowen Agreement, and
(b) all references in the Loan Agreement to “Small Cap Biotech” and “Small Cap Biotech Agreement” shall be deemed to refer to Cowen and the Cowen Agreement, respectively.  

The agreement in the immediately preceding paragraph relates solely to the Cowen Agreement, and nothing in this letter agreement is
intended (or shall be construed) as the agreement of the parties to any transaction or the waiver by the Agent or Lenders of any Default or Event of Default that may now exist or hereafter occur under the Loan Agreement or a waiver by the Agent or
Lenders of any rights or remedies of the Agent and Lenders under the Debt Documents. 
 This letter agreement shall not become
effective unless, on or before the date hereof, the Borrower (i) delivers to Agent a counterpart of this letter agreement duly executed by Borrower, the other Loan Parties, the Agent and the Requisite Lenders, and (ii) delivers to Agent a
copy of the fully-executed Cowen Agreement. 







 Borrower hereby ratifies and reaffirms each and every term, covenant and condition set forth
in each Debt Document (other than to the extent expressly set forth in this letter agreement), all effective as of the date hereof. The Borrower hereby represents and warrants to the Agent and each Lender that no Default or Event of Default has
occurred and is continuing under the Loan Agreement as of the date hereof. Borrower absolutely and unconditionally agrees to reimburse the Agent for all reasonable and documented fees, costs and expenses, including all reasonable fees and expenses
of all of its counsel, advisors and other professional and service providers, incurred in the preparation, negotiation, execution and delivery of this letter agreement or the transactions contemplated hereby. 

By signing below, Borrower acknowledges and agrees that this document is a Debt Document and that the Borrower’s failure to comply
with any term or provision of this letter agreement shall constitute an immediate Event of Default under the Loan Agreement and the Agent and the Lenders shall have the right to exercise its rights and remedies pursuant to the Loan Agreement.

 Please indicate your agreement with the terms and conditions of this letter agreement by causing it to be executed by the
appropriate party in the places provided below. This letter agreement may be executed in multiple counterparts, each of which shall constitute an original hereof, and all of which taken together shall constitute one and the same agreement. This
letter agreement shall be governed by and construed in accordance with the internal laws of the State of New York (without regard to the conflict of laws principles of such state). 

[Remainder of page intentionally blank; signature page follows] 








			
	Very truly yours,
	
	 GENERAL ELECTRIC CAPITAL CORPORATION,
 as Agent and a Lender

		
	By:	 	 /s/ Peter Gibson

	Name:	 	Peter Gibson
	Title:	 	Duly Authorized Signatory


  

			
	ACCEPTED AND AGREED TO:
	
	ONCOTHYREON INC., as Borrower
		
	By:	 	 /s/ Robert Kirkman, M.D.

		 	Name: Robert Kirkman, M.D.
		 	Title: President & CEO
	
	BIOMIRA MANAGEMENT, INC., as Guarantor
		
	By:	 	 /s/ Robert Kirkman, M.D.

		 	Name: Robert Kirkman, M.D.
		 	Title: President & CEO
	
	 PROLX PHARMACEUTICALS CORPORATION,
 as Guarantor

		
	By:	 	 /s/ Robert Kirkman, M.D.

		 	Name: Robert Kirkman, M.D.
		 	Title: President & CEO

 SIGNATURE PAGE 







 EXHIBIT A 

FORM OF COWEN SALES AGREEMENT