exv10w1



 






Exhibit 10.1




FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT




     This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of
July 24, 2007, by and between COMERICA BANK (“Bank”) and TRUBION PHARMACEUTICALS, INC.
(“Borrower”).



RECITALS




     Borrower and Bank are parties to that certain Loan and Security Agreement dated as of
September 12, 2006, as amended from time to time (the “Agreement”). The parties desire to amend the
Agreement in accordance with the terms of this Amendment.



     NOW, THEREFORE, the parties agree as follows:



     1. The following defined term in Section 1.1 of the Agreement is hereby amended and restated
as follows:



          “Equipment Line” means a credit extension of up to Ten Million Dollars
($10,000,000).




     2. Section 2.1(b)(i) of the Agreement is hereby amended and restated in its entirety to read
as follows:



          “(i) Subject to and upon the terms and conditions of this Agreement, Bank agrees to make
Equipment Advances to Borrower. Borrower may request Equipment Advances at any time from the date
hereof through September 12, 2007. The aggregate outstanding amount of Equipment Advances shall not
exceed the Equipment Line. Each Equipment Advance shall not exceed one hundred percent (100%) of
the invoice amount of equipment and tenant improvements approved by Bank from time to time (which
Borrower shall, in any case, have purchased within 180 days of the date of the corresponding
Equipment Advance), excluding taxes, shipping, warranty charges, freight discounts and installation
expense.”




     3. No course of dealing on the part of Bank or its officers, nor any failure or delay in the
exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial
exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure
at any time to require strict performance by Borrower of any provision shall not affect any right
of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right
must be in writing signed by an officer of Bank.



     4. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as
defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and
effect in accordance with its respective terms and hereby is ratified and confirmed in all
respects. Except as expressly set forth herein, the execution, delivery, and performance of this
Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of
Bank under the Agreement, as in effect prior to the date hereof.



     5. Borrower represents and warrants that the Representations and Warranties contained in the
Agreement are true and correct as of the date of this Amendment, and that no Event of Default has
occurred and is continuing.



     6. As a condition to the effectiveness of this Amendment, Bank shall have received, in form
and substance satisfactory to Bank, the following:



          (a) this Amendment, duly executed by Borrower;




          (b) a Certificate of the Secretary of Borrower with respect to incumbency and resolutions
authorizing the execution and delivery of this Amendment;




          (c) all reasonable Bank Expenses incurred through the date of this Amendment, [which may be
debited from any of Borrower’s accounts; and




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          (d) such other documents, and completion of such other matters, as Bank may reasonably deem
necessary or appropriate.




     7. This Amendment may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one instrument.



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     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above
written.



	 	 	 	 	 	 	 
	 	 	TRUBION PHARMACEUTICALS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michelle Burris	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	SVP, CFO	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	COMERICA BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Daniel Sparkman	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	Corporate Banking Officer	 	 
	 

	 	 	 	 

	 	 






[Signature Page to First Amendment to Loan & Security Agreement]




 









 





Corporation Resolutions and Incumbency Certification

Authority to Procure Loans





I certify that I am the duly elected and qualified Secretary of TRUBION PHARMACEUTICALS,
INC.; that the following is a true and correct copy of resolutions duly adopted by the
Board of Directors of the Corporation in accordance with its bylaws and applicable
statutes.



     Copy of Resolutions:



     Be it Resolved, That:



          1. Any one (1) of the following: the President, CEO and Chairman; Senior Vice President
and CFO;VP, Finance and Administration; Senior Director, Accounting of the Corporation are/is
authorized, for, on behalf of, and in the name of the Corporation to:




               (a) Negotiate and procure loans, letters of credit and other credit or financial
accommodations from Comerica Bank (“Bank”), a Michigan banking corporation, including, without
limitation, that certain Loan and Security Agreement dated as of September 12, 2006, as may
subsequently be amended from time to time, including but not limited to that certain First
Amendment to Loan and Security Agreement dated as of July 24, 2007.



               (b) Discount with the Bank, commercial or other business paper belonging to the Corporation
made or drawn by or upon third parties, without limit as to amount;



               (c) Purchase, sell, exchange, assign, endorse for transfer and/or deliver certificates and/or
instruments representing stocks, bonds, evidences of Indebtedness or other securities owned by the
Corporation, whether or not registered in the name of the Corporation;



               (d) Give security for any liabilities of the Corporation to the Bank by grant, security
interest, assignment, lien, deed of trust or mortgage upon any real or personal property, tangible
or intangible of the Corporation; and



               (e) Execute and deliver in form and content as may be required by the Bank any and all notes,
evidences of Indebtedness, applications for letters of credit, guaranties, subordination
agreements, loan and security agreements, financing statements, assignments, liens, deeds of trust,
mortgages, trust receipts and other agreements, instruments or documents to carry out the purposes
of these Resolutions, any or all of which may relate to all or to substantially all of the
Corporation’s property and assets.



     2. Said Bank be and it is authorized and directed to pay the proceeds of any such loans or
discounts as directed by the persons so authorized to sign, whether so payable to the order of any
of said persons in their individual capacities or not, and whether such proceeds are deposited to
the individual credit of any of said persons or not;



     3. Any and all agreements, instruments and documents previously executed and acts and things
previously done to carry out the purposes of these Resolutions are ratified, confirmed and approved
as the act or acts of the Corporation.



     4. These Resolutions shall continue in force, and the Bank may consider the holders of said
offices and their signatures to be and continue to be as set forth in a certified copy of these
Resolutions delivered to the Bank, until notice to the contrary in writing is duly served on the
Bank (such notice to have no effect on any action previously taken by the Bank in reliance on these
Resolutions).



     5. Any person, corporation or other legal entity dealing with the Bank may rely upon a
certificate signed by an officer of the Bank to effect that these Resolutions and any agreement,
instrument or document executed pursuant to them are still in full force and effect and binding
upon the Corporation.



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     6. The Bank may consider the holders of the offices of the Corporation and their signatures,
respectively, to be and continue to be as set forth in the Certificate of the Secretary of the
Corporation until notice to the contrary in writing is duly served on the Bank.


I further certify that the above Resolutions are in full force and effect as of the date of this
Certificate; that these Resolutions and any borrowings or financial accommodations under these
Resolutions have been properly noted in the corporate books and records, and have not been
rescinded, annulled, revoked or modified; that neither the foregoing Resolutions nor any actions to
be taken pursuant to them are or will be in contravention of any provision of the articles of
incorporation or bylaws of the Corporation or of any agreement, indenture or other instrument to
which the Corporation is a party or by which it is bound; and that neither the articles of
incorporation nor bylaws of the Corporation nor any agreement, indenture or other instrument to
which the Corporation is a party or by which it is bound require the vote or consent of
shareholders of the Corporation to authorize any act, matter or thing described in the foregoing
Resolutions.



I further certify that the following named persons have been duly elected to the offices set
opposite their respective names, that they continue to hold these offices at the present time, and
that the signatures which appear below are the genuine, original signatures of each respectively:




(PLEASE SUPPLY GENUINE SIGNATURES OF AUTHORIZED SIGNERS BELOW)




	 	 	 	 	 	 	 
	NAME (Type or Print)	 	TITLE	 	SIGNATURE	 	 
	Peter A. Thompson

	 	President, CEO and Chairman	 	/s/ Peter Thompson 	 	 
	 

Michelle Burris

	 	SVP and CFO
	 	/s/
Michelle Burris 

	 	 
	 
	 	 	 	 	 	 
	Johannes D. van Houte

	 	VP, Finance and Administration	 	/s/ Johannes van Houte 	 	 
	 

John A. Bencich

	 	Sr. Director, Accounting 	 	/s/
John Bencich 

	 	 





In Witness Whereof, I have affixed my name as Secretary and have caused the corporate seal (where
available) of said Corporation to be affixed on July 24, 2007.




	 	 	 
	 

	 	/s/
Kathleen McKereghan Deeley 

	 

	 	Secretary






	 	 	 
	The Above Statements are Correct.
	 	 
	 

	 	/s/
Michelle Burris 

	 

	 	SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE. A

SHAREHOLDER OTHER THAN SECRETARY WHEN SECRETARY IS

AUTHORIZED TO SIGN ALONE.





Failure to complete the above when the Secretary is authorized to sign alone shall constitute a
certification by the Secretary that the Secretary is the sole Shareholder, Director and Officer of
the Corporation.




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AGREEMENT TO PROVIDE INSURANCE




	 	 	 	 	 
	TO:

	 	COMERICA BANK
	 	Date: July 24, 2007
	 

	 	attn: Lead Insurance Reviewer	 	 
	 

	 	75 E. Trimble Road	 	 
	 

	 	San Jose, CA 95131
	 	Borrower: TRUBION

                    PHARMACEUTICALS,

                    INC.






     In consideration of a loan in the amount of $10,000,000, secured by all tangible personal
property including inventory and equipment.



     I/We agree to obtain adequate insurance coverage to remain in force during the term of the
loan.



     I/We also agree to advise the below named agent to add Comerica Bank as lender’s loss payable
on the new or existing insurance policy, and to furnish Bank at above address with a copy of said
policy/endorsements and any subsequent renewal policies.



     I/We understand that the policy must contain:



     1. Fire and extended coverage in an amount sufficient to cover:




The amount of the loan, OR




All existing encumbrances, whichever is greater,



     But not in excess of the replacement value of Borrower’s tangible property.



     2. Lender’s “Loss Payable” Endorsement Form 438 BFU in favor of Comerica Bank, or any other
form acceptable to Bank.



INSURANCE INFORMATION




	 	 	 
	Insurance Co./Agent

	 	Telephone No.:
	 
	 	 
	Agent’s Address:
	 	 






	 	 	 	 	 	 	 
	 

	 	Signature of Obligor:	 	/s/ Michelle Burris	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Signature of Obligor:	 	 	 	 
	 

	 	 	 	 

	 	 











FOR BANK USE ONLY




	 	 	 	 	 
	INSURANCE VERIFICATION: Date:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 
	Person Spoken to:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Policy Number:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 	 	 
	Effective From:

	 	 	 	To:	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	Verified by: