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Document Preview Credit Agreement |
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Title: |
Credit Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
57KB total |
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Price: |
$50 |
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ID: |
#1218659 |
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Start of Preview |
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CREDIT AGREEMENT
BETWEEN
ID BIOMEDICAL CORPORATION
AND
GLAXOSMITHKLINE INC.
MADE AS OF
September 7, 2005
CREDIT AGREEMENT
TABLE OF CONTENTS
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CREDIT AGREEMENT
THIS AGREEMENT is made as of September 7, 2005
B E T W E E N:
ID BIOMEDICAL CORPORATION, a corporation incorporated under the laws of British Columbia
(hereinafter referred to as the Borrower)
- and -
GLAXOSMITHKLINE INC., a corporation incorporated under the laws of Canada
(hereinafter referred to as the Lender).
WHEREAS the Borrower has requested the Credit Facility and the Lender has agreed to provide the Credit Facility to the Borrower on the terms and conditions herein set forth;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained the parties hereto agree as follows:
In this Agreement, unless something in the subject matter or context is inconsistent therewith:
Advance means an advance of funds made by the Lender to the Borrower under the Credit Facility or the Optional Credit Facility.
Agreement means this agreement and all amendments made hereto in accordance with the provisions hereof.
Availability Period means the period commencing on the date hereof and ending on the Combination Agreement Termination Date.
Banking Day means a day on which banks are open for business in Vancouver, British Columbia but does not in any event include a Saturday or a Sunday.
Canadian Dollars means the lawful money of Canada.
Combination Agreement means the combination agreement dated as of September 7, 2005 among the Parent, the Lender and the Borrower as from time to time amended.
Combination Agreement Termination means that the Combination Agreement has been terminated in accordance with the provisions thereof.
Combination Agreement Termination Date means the date on which the Combination Agreement is terminated.
Credit Facility means the credit facility consisting of two tranches, tranche 1 in the maximum principal amount of U.S. $100 million (Tranche 1), and tranche 2 in the maximum principal amount of U.S. $20 million (Tranche 2), each to be made available to the Borrower by the Lender in accordance with the provisions hereof.
Drawdown means an Advance of a Loan.
Drawdown Date means the date on which a Drawdown is made by the Borrower pursuant to the provisions hereof and which shall be a Banking Day.
Drawdown Notice means a notice substantially in the form annexed hereto as Schedule A to be given to the Lender by the Borrower pursuant to Section 2.05.
Event of Default means any of the events described in Section 10.01.
Exchange Act means the United States Securities Exchange Act of 1934, as amended.
Interest Payment Date means, with respect to any Loan, the first Banking Day of January, April, July and October in each calendar year.
Loan means an Advance in United States Dollars made by the Lender to the Borrower under the Credit Facility or the Optional Credit Facility.
Maturity Date means the date which is 90 days after the Combination Agreement Termination Date.
Officers Certificate means a certificate signed by any one of the Chief Executive Officer, the President, the Chief Financial Officer or a Vice-President of the Borrower.
Optional Credit Facility has the meaning set out in Section 2.07(1)(b).
Parent means GlaxoSmithKline plc, a public limited company organized under the laws of England and Wales.
Repayment Notice means a notice substantially in the form annexed hereto as Schedule B to be given to the Lender by the Borrower pursuant to Section 6.02.
Subsidiary of the Borrower means any corporation more than 50% of the Voting Shares of which at the time of determination are owned, directly or indirectly, by the Borrower or by one or more Subsidiaries.
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