Exhibit 10.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.
JOINDER AND THIRD AMENDMENT
TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
September 19, 2025
THIS JOINDER AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of the date first written above, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 115 South Union Street, Suite 300, Alexandria, VA 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), SCHOLAR ROCK HOLDING CORPORATION, a Delaware corporation (“Parent”), SCHOLAR ROCK, INC., a Delaware corporation (“SR OpCo” and together with Parent, each an “Existing Borrower” and collectively, “Existing Borrowers”), SCHOLAR ROCK U.S. OPERATIONS, INC., a Delaware corporation (“SR Distribution”), and SCHOLAR ROCK FOREIGN HOLDINGS, INC., a Delaware corporation (“SR Foreign Holdings” and together with SR Distribution, each a “New Borrower” and collectively, “New Borrowers”; and New Borrowers together with Existing Borrowers, individually and collectively, jointly and severally, “Borrower”), each with an office located at 301 Binney Street, 3rd Floor, Cambridge, MA 02142.
A.Collateral Agent, Lenders and Borrower have entered into that certain Amended and Restated Loan and Security Agreement dated as of February 10, 2025, as amended by that certain First Amendment to Amended and Restated Loan and Security Agreement dated as of July 2, 2025 and as amended by that certain Second Amendment to Amended and Restated Loan and Security Agreement dated as of July 30, 2025 (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lenders have provided to Borrower certain loans in accordance with the terms and conditions thereof;
B.Borrower has requested that Collateral Agent and Required Lenders (i) join each New Borrower as Borrower under the Loan Agreement and all other Loan Documents, and (ii) modify certain provisions of the Loan Agreement; and
C.Collateral Agent and Required Lenders have agreed to join each New Borrower to the Loan Agreement and all other Loan Documents and amend certain provisions of the Loan Agreement, subject to, and in accordance with, the terms and conditions set forth herein, and in reliance upon the representations and warranties set forth herein.
Agreement
NOW, THEREFORE, in consideration of the promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, Collateral Agent and Required Lenders hereby agree as follows:
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“(i)Third Amendment Fee. A fully-earned, non-refundable amendment fee in the aggregate amount of [***] Dollars ($[***]) to be shared between the Lenders in accordance with their respective pro Rata Shares due and payable on the Third Amendment Effective Date.”
“(a)Maintain all of Borrower’s and its Subsidiaries Collateral Accounts at the banks and financial institutions as disclosed in the Perfection Certificates delivered on the Third Amendment Effective Date, or, to the extent constituting Collateral, such other Collateral Accounts as to which Borrower provided notice pursuant to Section 6.6(b), which are subject to a Control Agreement in favor of Collateral Agent (other than any Collateral Account that is not required to constitute Collateral). Borrower shall at all times have on deposit in Collateral Accounts maintained in the United States that are subject to a Control Agreement governed by the law of any state in the United States in favor of Collateral Agent cash in an amount equal to the lesser of (i) one hundred percent (100.00%) of the Dollar value of all of Borrower’s consolidated cash, including any Subsidiaries’, in the aggregate, at all financial institutions, and (ii) one hundred fifteen percent (115.00%) of the Dollar amount of the then-outstanding Obligations. Clause (i) of the previous sentence shall not be applicable to (and no additional amounts need to be maintained to cover the amounts in) deposit accounts exclusively used for (x) payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees identified to Collateral Agent by Borrower as such in the Perfection Certificates (as may be updated from time to time in accordance with the terms hereof) so long as the amounts in such deposit accounts do not exceed one month
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of payroll at any time and (y) cash collateral purposes to secure obligations for the Indebtedness permitted by clauses (g) and (k) of the defined term “Permitted Indebtedness”.”
“In the event Borrower or any of its Subsidiaries creates or acquires any Subsidiary (including, without limitation, pursuant to a Division) after the Effective Date, Borrower shall provide prior written notice to Collateral Agent of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition approved by the Required Lenders, (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary, if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that a pledge or grant of a security interest in more than sixty-five percent (65%) of the Shares of such Foreign Subsidiary would create a present and existing adverse tax consequence to Borrower under the IRC. For the avoidance of doubt, neither Scholar Rock Netherlands, Scholar Rock Ireland nor any of their respective Foreign Subsidiaries shall be required to become a Loan Party.”
“7.13 [***] IP License Agreement and [***] Security Documents. Amend, modify or waive any provision of the [***] IP License Agreement or any [***] Security Document, if such amendment, modification or waiver is adverse to Collateral Agent in any material respect.”
“(a) Borrower or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates), 6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7
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(Protection of Intellectual Property Rights), 6.9 (Notice of Litigation and Default), 6.10 (Financial Covenant), 6.11 (Landlord Waivers; Bailee Waivers), 6.12 (Creation/Acquisition of Subsidiaries), 6.13 (Further Assurances), 6.14 (Swiss Lien) or Borrower violates any covenant in Section 7; or”
“8.14[***] IP License Agreement and [***] Security Documents. There is a breach or default under the [***] IP License Agreement or any [***] Security Document; provided, however, that the Event of Default under this Section 8.14 caused by the occurrence of a breach or default under such other agreement shall be cured or waived for purposes of this Agreement upon Collateral Agent receiving written notice from the party asserting such breach or default of such cure or waiver of the breach or default under such other agreement, if at the time of such cure or waiver under such other agreement (x) Collateral Agent or any Lender has not declared an Event of Default under this Agreement and/or exercised any rights with respect thereto; (y) any such cure or waiver does not result in an Event of Default under any other provision of this Agreement or any Loan Document; and (z) in connection with any such cure or waiver under such other agreement, the terms of such agreement are not modified or amended in any manner in breach of this Agreement.”
“[***]” is [***], a Delaware corporation.
“[***]” is [***], a company organized under the laws of Ireland.
“[***]” is [***], a company organized under the laws of Switzerland.
“[***] IP License Agreement” is that certain IP License Agreement dated as of the Third Amendment Effective Date by and between [***], as licensor, and [***], as licensee, as amended, restated or otherwise modified from time to time after the Third Amendment Effective Date in compliance with the terms of this Agreement.
“Third Amendment” means that certain Third Amendment to Amended and Restated Loan and Security Agreement, dated as of the Third Amendment Effective Date, by and among Borrower, Parent, Oxford as a lender and Collateral Agent, and the other Lenders party thereto.
“Third Amendment Effective Date” is September 19, 2025.
“(l)so long as Borrower is in compliance with Section 6.6(a), Investments (including, for the avoidance of doubt, transfer pricing, cost plus or similar arrangements with Foreign Subsidiaries in the ordinary course of business to the extent constituting Investments) by Borrower or its Subsidiaries in Foreign Subsidiaries; and”
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“Permitted Licenses” are (A) licenses of over-the-counter software that is commercially available to the public, (B) non-exclusive and exclusive licenses for the use of the Intellectual Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each such license described in clause (B), (i) no Event of Default has occurred or is continuing at the time of such license; (ii) the license constitutes an arms-length transaction, the terms of which, on their face (in each case, other than non-exclusive licenses from or to contract manufacturers, clinical research organizations, clinical trial or research sites, service providers and other entities (A) entered into in the ordinary course of business, (B) the principal purpose of which does not include the acquisition of licensing rights, but which contain such non-exclusive licenses merely ancillary to, and for the limited purpose of, facilitating the principal purposes of the agreement and (C) so long as Borrower has complied with all other applicable terms of the Loan Documents applicable thereto), do not provide for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower or any of its Subsidiaries, as applicable, to pledge, grant a security interest in or lien on, or assign or otherwise Transfer any Intellectual Property; (iii) in the case of any exclusive license, (x) Borrower delivers ten (10) days’ prior written notice and a brief summary of the terms of the proposed license to Collateral Agent and the Lenders and delivers copies of the final executed licensing documents in connection with the exclusive license promptly upon consummation thereof, and (y) any such license could not result in a legal transfer of title of the licensed property but may be exclusive in respects other than territory and may be exclusive as to territory only as to discrete geographical areas outside of the United States; and (iv) all upfront payments, royalties, milestone payments or other proceeds arising from the licensing agreement that are payable to Borrower are paid to a Deposit Account that is governed by a Control Agreement (except in connection with a Permitted Royalty Transaction that is not otherwise restricted by any applicable Acceptable Intercreditor Agreement), (D) any other ancillary license provided in connection with a Permitted Royalty Transaction structured as a synthetic royalty transaction that is in form and substance reasonably satisfactory to the Collateral Agent and otherwise satisfies the conditions of clauses (B)(i) through (iii) hereof (unless otherwise reasonably agreed by the Collateral Agent with respect to clause (B)(ii) in connection with any negative lien covenant provided in any such synthetic royalty transaction (subject to such covenant expressly permitting the Collateral Agent’s Liens under the Loan Documents)) and (E) the [***] IP License Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Joinder and Third Amendment to Amended and Restated Loan and Security Agreement to be duly executed and delivered as of the date first set forth above.
EXISTING BORROWERS: | | |
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SCHOLAR ROCK HOLDING CORPORATION | | |
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By /s/ Vikas Sinha | | |
Name: Vikas Sinha Title: Chief Financial Officer SCHOLAR ROCK, INC. By /s/ Vikas Sinha Name: Vikas Sinha Title: Chief Financial Officer NEW BORROWERS: SCHOLAR ROCK U.S. OPERATIONS, INC. By /s/ Julin Ho Name: Julin Ho Title: Secretary SCHOLAR ROCK FOREIGN HOLDINGS, INC. By /s/ Vikas Sinha Name: Vikas Sinha Title: Treasurer {signature pages continue} | | |
[Signature Page to Joinder and Third Amendment to A&R Loan and Security Agreement]
COLLATERAL AGENT:
OXFORD FINANCE LLC, as Collateral Agent
By: /s/ Colette H. Featherly
Its: Executive Vice President
LENDERS:
OXFORD FINANCE LLC, as a Lender
By: /s/ Colette H. Featherly
Name: Colette H. Featherly
Its: Executive Vice President
OXFORD FINANCE FUNDING I, LLC, as a Lender
OXFORD FINANCE FUNDING IX, LLC, as a Lender
OXFORD FINANCE FUNDING XIII, LLC, as a Lender
OXFORD FINANCE FUNDING TRUST 2023-1, as Lender
By: Oxford Finance LLC, as servicer
By /s/ Colette H. Featherly
Name: Colette H. Featherly
Title: Executive Vice President
OXFORD FINANCE CREDIT FUND FUNDING TRUST II, as a Lender
By: Oxford Finance Credit Fund II LP, as servicer
By: Oxford Finance Advisors, LLC, as manager
By: /s/ Colette H. Featherly
Name: Colette H. Featherly
Its: Executive Vice President
OXFORD FINANCE CREDIT FUND III 2025-A, LP, as a Lender
By: Oxford Finance Advisors, LLC, as servicer
By: /s/ Colette H. Featherly
Name: Colette H. Featherly
Its: Executive Vice President
OXFORD FINANCE CREDIT FUND IV LP, as a Lender
By: Oxford Finance Advisors, LLC, as manager
By: /s/ Colette H. Featherly
Name: Colette H. Featherly
Its: Executive Vice President
[Signature Page to Joinder and Third Amendment to A&R Loan and Security Agreement]
Exhibit A
SCHEDULE 1.1
Lenders and Commitments
[***]