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 May 7, 2008, by and
among EPICEPT CORPORATION, a Delaware corporation
(“EpiCept”), MAXIM PHARMACEUTICALS INC., a Delaware
corporation (“Maxim”; EpiCept and Maxim are sometimes
referred to individually as a “Borrower” and
collectively as the “Borrowers”) and HERCULES
TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation
(“Lender”).
RECITALS
A. Borrowers and Lender are parties to that certain Loan and
Security Agreement, dated as of August 30, 2006 (the
“Agreement”). Unless otherwise defined herein,
capitalized terms in this Amendment shall have the meanings
assigned in the Agreement.
B . The
parties desire to confirm the amount outstanding under the
Agreement and certain other matters, as set forth in this
Amendment.
NOW, THEREFORE , the parties agree as follows:
1. As of May
7, 2008, the outstanding principal balance under the Agreement is
$5,702,981. Borrowers represents that, as of the date hereof, (a)
EpiCept maintains two deposit accounts with Wachovia Bank, National
Association, as follows: Account Number 2000002596060, with a
balance of $165,445.26, and Account Number 2000013005634, with a
balance of $1,601,558.50, and one securities account with Bear
Stearns Securities Corp., Account Number 22012035, with a balance
of $91,071.79, and (b) neither Borrower owns, maintains, or has any
interest in any other deposit, securities, investment, or other
account, or any other investment property or cash.
2. Borrowers
and Lender confirm
