EX-4.4





 Exhibit 4.4 

FOURTH AMENDING AGREEMENT TO 

SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT 

dated as of March 12, 2020 

between 
 CORREVIO
PHARMA CORP. 
 as Borrower, 

The Subsidiary Guarantors from Time to Time Party Hereto, 

The Lenders from Time to Time Party Hereto, 

and 
 CRG SERVICING LLC

 as Administrative and Collateral Agent 













  
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 FOURTH AMENDING AGREEMENT TO THE SECOND AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as
of March 12, 2020 (this “Amending Agreement”) among Correvio Pharma Corp., as Borrower, the Subsidiary Guarantors party hereto, the Lenders party hereto and CRG Servicing LLC, as Administrative Agent. 

RECITALS 
 WHEREAS the Borrower,
the Subsidiary Guarantors, the Lenders and the Administrative Agent are parties to the Second Amended and Restated Term Loan Agreement dated as of May 15, 2018 (as amended by amending agreements dated as of March 11, 2019, September 27,
2019 and December 17, 2019 the “Credit Agreement”); 
 AND WHEREAS the Borrower, the Subsidiary Guarantors, the
Lenders and the Administrative Agent have agreed to amend certain provisions of the Credit Agreement in the manner and on the terms and conditions provided for herein. 

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows: 
 ARTICLE 1 

DEFINITIONS 
  

	1.1	 Definitions 



All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement. 

ARTICLE 2 
 AMENDMENTS

  

	2.1	 Amendments to Credit Agreement 



 

	1)	 Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the
applicable alphabetical order: 


 “Definitive Purchase Agreement”
means a purchase agreement for the purchase of all of the outstanding shares of the Borrower that results in the payout in full of all Obligations owing to the Lenders and is in a form, and with a purchaser, satisfactory to the Administrative
Agent. 
 “Fourth Amendment
Effective Date” means, March 12, 2020. 

“Liquidity Covenant Waiver
Period” means, the period commencing on the Fourth Amendment Effective Date and ending on the date that is ten (10) days following the Fourth Amendment Effective Date; provided that if the Borrower
provides the Administrative Agent with an executed Definitive Purchase Agreement during such ten (10) day period and the Administrative Agent confirms in writing to the Borrower that such Definitive Purchase Agreement is acceptable to the
Administrative Agent, then the Liquidity Covenant Waiver Period shall end on the earlier to occur of: (a) June 30, 2020; and (b) the termination of the Definitive Purchase Agreement. 













  
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	2)	 Section 10.01 of the Credit Agreement is hereby deleted and replaced with the following:



 10.01 Minimum Liquidity. The Obligors shall maintain at all times
Liquidity (which for certainty shall exclude amounts in the Italian Account and the Escrow Account) in an aggregate amount which shall exceed (i) $5,000,000 from the date hereof to and including December 31, 2018, (ii) $10,000,000 beginning
January 1, 2019 until the commencement of the Liquidity Covenant Waiver Period, (iii) $0 during the Liquidity Covenant Waiver Period, and (iv) $10,000,000 following the conclusion of the Liquidity Covenant Waiver Period and thereafter. 

 

	3)	 Subsection 10.02(d) of the Credit Agreement is hereby amended by replacing the reference to
“$36,000,000” in such subsection with a reference to “$32,000,000”. 


 ARTICLE 3 

CONDITIONS PRECEDENT 
  

	3.1	 Conditions Precedent 



This Amending Agreement shall become effective if and when: 
  

	 	(a)	 the Administrative Agent shall have received this Amending Agreement duly executed and delivered by the
Administrative Agent, the Lenders, the Borrower and the Subsidiary Guarantors; 


  

	 	(b)	 no Event of Default shall have occurred and be continuing; and 



 

	 	(c)	 the Borrower shall have paid all fees and expenses (including legal fees) owing to the Administrative Agent
and the Lenders as of the date of this Amending Agreement. 


 ARTICLE 4 

REPRESENTATIONS AND WARRANTIES 
  

	4.1	 Representations and Warranties True and Correct; No Default or Event of Default



 Each Obligor hereby represents and warrants to the Administrative Agent and the Lenders that after giving effect to
this Amending Agreement, (i) each of the representations and warranties of the Obligors contained in the Credit Agreement and each of the other Loan Documents is true and correct on, and as of the date hereof as if made on such date (except to
the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by the Credit Agreement) and (ii) no event has occurred and is continuing which
constitutes or would constitute a Default or an Event of Default. 













  
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 ARTICLE 5 

SUBSIDIARY GUARANTOR CONFIRMATION 
  

	5.1	 Subsidiary Guarantor Confirmation 



Each Subsidiary Guarantor acknowledges and agrees that each Guarantee to which it is a party continues to be valid and enforceable against
such Subsidiary Guarantor in accordance with its terms and continues to guarantee the obligations set out therein. Further, in connection with the Credit Agreement as amended by this Amending Agreement, each Subsidiary Guarantor hereby ratifies,
confirms, acknowledges and agrees that such Subsidiary Guarantor is and continues to be bound by all of the obligations, indebtedness and liabilities of, and grants of security made by, such Subsidiary Guarantor under the Loan Documents to which
each is a party. 
 ARTICLE 6 

MISCELLANEOUS 
  

	6.1	 No Other Amendments, Waivers or Consents 



Except as expressly set forth herein, the Credit Agreement and all Credit Documents shall be unmodified and shall continue to be in full force
and effect in accordance with their terms. The execution, delivery and effectiveness of the waiver and amendments in this Amending Agreement shall not be deemed to be a waiver of compliance in the future or a waiver of any preceding or succeeding
breach of any covenant or provision of the Credit Agreement. 
  

	6.2	 Time 



Time is of the essence in the performance of the parties’ respective obligations in this Amending Agreement. 

 

	6.3	 Governing Law 



This Amending Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the
law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York
General Obligations Law shall apply. 
  

	6.4	 Successors and Assigns 



This Amending Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and any assigns,
transferees and endorsees of the Administrative Agent or any Lender. Nothing in this Amending Agreement, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Amending Agreement. 
  

	6.5	 Counterparts 



This Amending Agreement may be executed by the parties hereto in counterparts and may be executed and delivered by facsimile or other
electronic means and all such counterparts and facsimiles shall together constitute one and the same agreement. 












 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the day and year first above written. 
  

			
	 BORROWER:

		
		 	 CORREVIO PHARMA CORP.

		
	 By:
	 	 /s/ Justin Renz

		 	 Name: Justin Renz

		 	 Title: CFO and President

		
	 By:
	 	 
		 	 Name:

		 	 Title:

		
		 	 Address for Notices:

Correvio Pharma Corp.
 1441
Creekside Drive,
 6th Floor

Vancouver, BC V6J 4S7
 Canada

 
 Attn: Legal Affairs

Tel.: (604) 677-6905
 Fax: (604) 677-6915
 Email: contracts@correvio.com



 Signature Page to Fourth Amending Agreement 












 SUBSIDIARY GUARANTORS: 

 

			
	 CARDIOME, INC.

		
	 By:
	 	 /s/ Justin Renz

		 	 Name: Justin Renz

		 	 Title: Director

		
		 	 Address for Notices:

c/o Corporation Service Company

2711 Centerville Road
 Suite
400
 Wilmington, DE 19808 USA
  

with a copy to:
 c/o Correvio
Pharma Corp.
 1441 Creekside Drive

6th Floor

Vancouver, BC V6J 4S7 Canada
  

Attn: Legal Affairs
 Tel.: (604) 677-6905
 Fax: (604) 677-6915

Email: legalaffairs@cardiome.com



 Signature Page to Fourth Amending Agreement 












 
			
	 ARTESIAN THERAPEUTICS, INC.

		
	 By:
	 	 /s/ Justin Renz

		 	 Name: Justin Renz

		 	 Title:   Director

 

		 	 Address for Notices:

c/o Corporation Service Company

2711 Centerville Road

Suite 400

Wilmington, DE 19808 USA
  

with a copy to:

c/o Correvio Pharma Corp.

1441 Creekside Drive

6th Floor

Vancouver, BC V6J 4S7 Canada
  

Attn: Legal Affairs

Tel.: (604) 677-6905

Fax: (604) 677-6915

Email: legalaffairs@cardiome.com



 Signature Page to Fourth Amending Agreement 












 
			
	 CORREVIO LLC

		
	 By:
	 	 /s/ Justin Renz

		 	 Name: Justin Renz

		 	 Title:   CFO

		
	 By:
	 	 
		 	 Name:

		 	 Title:
  

Address for Notices:
 Correvio
LLC
 3 Dickinson Drive
 Suite
101
 Chadds Ford, PA 19317 USA
  

with a copy to:
 c/o Correvio
Pharma Corp.
 1441 Creekside Drive

6th Floor

Vancouver, BC V6J 4S7 Canada
  

Attn: Legal Affairs
 Tel.: (604) 677-6905
 Fax: (604) 677-6915

Email: legalaffairs@cardiome.com



 Signature Page to Fourth Amending Agreement 












 
			
	 CORREVIO INTERNATIONAL SARL

		
	 By:
	 	 /s/ Justin Renz

		 	 Name: Justin Renz

		 	 Title:   Director

		
	 By:
	 	 
		 	 Name:

		 	 Title:
  

Address for Notices:
 Rue des
Alpes 21
 1201 Geneva Switzerland
  

with a copy to:
 c/o Correvio
Pharma Corp.
 1441 Creekside Drive

6th Floor

Vancouver, BC V6J 4S7 Canada
  

Attn: Legal Affairs
 Tel.: (604) 677-6905
 Fax: (604) 677-6915

Email: legalaffairs@cardiome.com



 Signature Page to Fourth Amending Agreement 












 
			
	 CORREVIO (UK) LTD.

		
	 By:
	 	 /s/ Justin Renz

		 	 Name: Justin Renz

		 	 Title:   Director

		
	 By:
	 	 
		 	 Name:

		 	 Title:
  

Address for Notices:
 Lakeside
House
 1 Furzeground Way,

Stockley Park,
 Uxbridge,
Middlesex,
 UB11 1BD
 United
Kingdom
  
 with a copy to:

c/o Correvio Pharma Corp.
 1441
Creekside Drive
 6th Floor

Vancouver, BC V6J 4S7 Canada
  

Attn: Legal Affairs
 Tel.: (604) 677-6905
 Fax: (604) 677-6915

Email: legalaffairs@cardiome.com



 Signature Page to Fourth Amending Agreement 












 
			
	 CARDIOME UK LIMITED

		
	 By:
	 	 /s/ Justin Renz

		 	 Name: Justin Renz

		 	 Title:   Director

		 	  
 Address for Notices:

Lakeside House
 1 Furzeground
Way,
 Stockley Park,
 Uxbridge,
Middlesex,
 UB11 1BD
 United
Kingdom
  
 with a copy to:

c/o Correvio Pharma Corp.
 1441
Creekside Drive
 6th Floor

Vancouver, BC V6J 4S7 Canada
  

Attn: Legal Affairs
 Tel.: (604) 677-6905
 Fax: (604) 677-6915

Email: legalaffairs@cardiome.com



 Signature Page to Fourth Amending Agreement 












 
			
	 CORREVIO GMBH

		
	 By:
	 	 /s/ Justin Renz

		 	 Name: Justin Renz

		 	 Title:   Director

		
	 By:
	 	 
		 	 Name:

		 	 Title:
  

Address for Notices:
 Nikolaus
Durkopp Str. 4A
 33602 Bielefeld Germany
  

with a copy to:
 c/o Correvio
Pharma Corp.
 1441 Creekside Drive

6th Floor

Vancouver, BC V6J 4S7 Canada
  

Attn: Legal Affairs
 Tel.: (604) 677-6905
 Fax: (604) 677-6915

Email: legalaffairs@cardiome.com



 Signature Page to Fourth Amending Agreement 












 ADMINISTRATIVE AGENT: 

 

			
	 CRG SERVICING LLC

		
	 By:
	 	 /s/ Nathan Hukill

		 	 Name: Nathan Hukill

		 	 Title:   Authorized Signatory

		 	  
 Address for Notices:

1000 Main Street
 Suite 2500

Houston, TX 77002
  

Attn: General Counsel
 Tel.: (713)
209-7350
 Fax: (713) 209-7351

Email: adorenbaum@crglp.com



 Signature Page to Fourth Amending Agreement 












 LENDERS: 

 

			
	 CRG PARTNERS III L.P.
 By CRG
PARTNERS III GP L.P., its General Partner
 By CRG PARTNERS III GP LLC, its General Partner

		
	By:	 	/s/ Nathan Hukill
		 	Name: Nathan Hukill
		 	 Title:   Authorized Signatory
  

		 	 Address for Notices:
 1000 Main Street

Suite 2500
 Houston, TX 77002

 
 Attn: General Counsel

Tel.: (713) 209-7350
 Fax:
(713) 209-7351
 Email: adorenbaum@crglp.com



  

			
	 CRG PARTNERS III – PARALLEL FUND “A” L.P.

By CRG PARTNERS III – PARALLEL FUND “A” GP L.P., its General Partner

By CRG PARTNERS III – PARALLEL FUND “A” GP LLC, its General Partner

		
	By:	 	/s/ Nathan Hukill
		 	Name: Nathan Hukill
		 	 Title:   Authorized Signatory
  

		 	 Address for Notices:
 1000 Main Street

Suite 2500
 Houston, TX 77002

 
 Attn: General Counsel

Tel.: (713) 209-7350
 Fax:
(713) 209-7351
 Email: adorenbaum@crglp.com



 Signature Page to Fourth Amending Agreement 












 
			
	 CRG PARTNERS III (CAYMAN) L.P.
 By
CRG PARTNERS III (CAYMAN) GP L.P., its General Partner
 By CRG PARTNERS III (CAYMAN) GP LLC, its General Partner

		
	By:	 	/s/ Nathan Hukill
		 	Name: Nathan Hukill
		 	 Title:   Authorized Signatory
  

		 	 Address for Notices:
 1000 Main Street

Suite 2500
 Houston, TX 77002

 
 Attn: General Counsel

Tel.: (713) 209-7350
 Fax:
(713) 209-7351
 Email: adorenbaum@crglp.com



  

			
	 CRG PARTNERS III – PARALLEL FUND “B” (CAYMAN) L.P.

By CRG PARTNERS III (CAYMAN) GP L.P., its General Partner
 By CRG
PARTNERS III (CAYMAN) GP LLC, its General Partner

		
	By:	 	/s/ Nathan Hukill
		 	Name: Nathan Hukill
		 	 Title:   Authorized Signatory
  

		 	 Address for Notices:
 1000 Main Street

Suite 2500
 Houston, TX 77002

 
 Attn: General Counsel

Tel.: (713) 209-7350
 Fax:
(713) 209-7351
 Email: adorenbaum@crglp.com



 Signature Page to Fourth Amending Agreement