LOAN AND SECURITY AGREEMENT



         THIS AGREEMENT (the "Agreement"), dated as of September 25, 1998 (the

"Closing Date") is entered into by and between Cytokinetics, Incorporated, a

Delaware corporation having a principal place of business at 280 East Grand

Avenue, South San Francisco, CA 94080 (the "Borrower") and Comdisco, Inc., a

Delaware corporation having a principal place of business at 6111 North River

Road, Rosemont, Illinois 60018 (the "Lender"). In consideration of the mutual

agreements contained herein, the parties hereto agree as follows:



         WHEREAS, Borrower has requested Lender to make available to Borrower a

loan in the aggregate principal amount of up to ONE MILLION FIVE HUNDRED

THOUSAND and 00/100 DOLLARS ($1,500,000.00) (as the same may from time to time

be amended, modified, supplemented or revised, the "Loan"), which shall be

available in minimum installments of TWO HUNDRED FIFTY THOUSAND and 00/100

DOLLARS ($250,000) each (the "Advance") on various dates prior to September 25,

1999 ("Advance Date(s)"), which would be evidenced by Secured Promissory Note(s)

executed by Borrower substantially in the form of EXHIBIT A hereto (as the same

may from time to time be amended, modified, supplemented or restated the

"Note(s)");



         NOW, THEREFORE, it is agreed:



SECTION 1. THE LOAN



         1.1      Subject to the terms and conditions set forth herein, Lender

shall lend to Borrower the aggregate original principal amount of ONE MILLION

FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,500,000) together with interest at

the rate of eight and one quarter percent (8.25%) per annum due and payable in

monthly installments as set forth in the Note



         1.2      Upon the occurrence of and during an Event of Default (as

defined herein), interest shall thereafter be calculated at a rate of five

percent (5%) in excess of the rate that would otherwise be applicable ("Default

Rate"). All such interest shall be due and payable in arrears, on the first day

of the following month.



         1.3      Notwithstanding any provision in this Agreement, the Note, or

any other "Loan Document" (as defined herein), it is not the parties' intent to

contract for, charge or receive interest at a rate that is greater than the

maximum rate permissible by law which a court of competent jurisdiction shall

deem applicable hereto (which under the laws of the State of Illinois shall be

deemed to be the laws relating to permissible rates of interest on commercial

loans) (the "Maximum Rate"). If the Borrower actually pays Lender an amount of

interest, chargeable on the total aggregate principal Secured Obligations of

Borrower under this Agreement and the Note (as said rate is calculated over a

period of time that is the longer of (i) the time from the date of this

Agreement through the maturity time as set forth on the Note, or (ii) the entire

period of time that any principal is outstanding on the Note), which amount of

interest exceeds interest calculated at the Maximum Rate on said principal

chargeable over said period of time, then such excess interest actually paid by

Borrower shall be applied first, to the payment of principal outstanding on the

Note; second, after all principal is repaid, to the payment of Lender's out of

pocket costs, expenses, and professional fees which are owed by Borrower to

Lender under this Agreement or the Loan Documents; and third, after all

principal, costs, expenses, and professional fees owed by Borrower to Lender are

repaid, the excess (if any) shall be refunded to Borrower.



                                      -1-

{PAGE}



         1.4      In the event any interest is not paid when due hereunder,

delinquent interest shall be added to principal and shall bear interest on

interest, compounded at the rate set forth in Section 1.1



         1.5      Upon and during the continuation of an Event of Default

hereunder (as defined herein), all Secured Obligations, including principal,

interest, compounded interest, and reasonable professional fees, shall bear

interest at a rate per annum equal to the Default Rate.



         1.6      Borrower shall have the option to prepay the Note, in whole or

in part, at any time after the date hereof by paying the principal amount

together with all accrued and unpaid interest with respect to such principal

amount, as of the date of such prepayment and the Balloon Payment as described

in the Note together with a prepayment premium equal to the difference, if any,

between (x) the amount being prepaid and (y) the present value, discounted at

the Treasury Rate, of each installment of principal and interest being prepaid

discounted to the date of prepayment. If the amount in (x) is greater than the

amount in (y), no prepayment premium shall be due. The "Treasury Rate" shall

mean the then prevailing yield on US Treasury Constant Maturities for the most

recent business day, as quoted in the Federal Reserve Statistical Release H15,

as of the date of prepayment for an obligation of comparable maturity to the

maturity date of the Note.



SECTION 2. SECURITY INTEREST



         As security for the payment of all indebtedness ("Indebtedness") of the

Borrower to the Lender hereunder and under the Note, as the same may be renewed,

extended for any period or rearranged, and the performance by the Borrower of

its other obligations hereunder (the Indebtedness and such other obligations

being hereinafter sometimes collectively referred to as the "Secured

Obligations"), the Borrower hereby assigns to the Lender, and grants to the

Lender a first priority security interest in, all the Borrower's right, title,

and interest in and to the following property ("Collateral"): (i) the equipment

and other property (the "Equipment") described in Exhibit B attached hereto; and

(ii) all proceeds, products, replacements, additions to, substitutions for and

accessions to any and all Equipment including, without limitation, the proceeds

applicable to the insurance referred to in Section 4 hereof.



         Equipment shall consist of computers, workstations, peripherals,

instrumentation, electronic test equipment, office furniture, certain types of

microscopy equipment and other items of equipment approved by Lender. Up to 20%

of the Loan may be used for software and tenant improvements.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC