On January 25, 2022, Sierra Oncology, Inc. announced that on January 21, 2022, the Company entered into a Loan and Security Agreement with Oxford Finance, LLC, pursuant to which the Lenders have agreed to lend the Borrower up to an aggregate principal amount of $125.0 million in a series of term loans of which $50.0 million is subject to the lender's sole discretion. Pursuant to the Agreement, the Borrower received an initial Term Loan of $5.0 million on the Effective Date and may borrow additional $120.0 million of term loans upon the satisfaction of certain conditions as follows: $15.0 million (the “ Term B Loans”) upon the receipt by the Borrower of positive topline data from the clinical trials of the Borrower's product candidate, momelotinib, and receipt by the Borrower on or after the Effective Date of certain minimum gross cash proceeds from the sale of equity securities and/or “up front” payments in connection with a licensing transaction for momelotinib (the “ Term B Milestones”). The Borrower may draw the Term B Loans within 30 days after the occurrence of the Term B Milestones but no later than June 30, 2022; $55.0 million (or $70.0 million, if the Term B Loans have not been made on or prior to June 30, 2022 and the funding date of the Term C Loans is after June 30, 2022) (the “ Term C Loans”) upon (i) the receipt by the Borrower of the final approval from the United States Food and Drug Administration for marketing and sales of momelotinib and (ii) the achievement by the Borrower of the Term B Milestones (the “ Term C Milestones”).

The Borrower may draw the Term C Loans within 30 days after the completion of the Term C Milestones but no later than December 31, 2023; $50.0 million (the “Term D Loans”), at the sole discretion of the Lenders. The proceeds from the Term Loans under the Agreement may be used to satisfy the Borrower's future working capital needs and to fund its general corporate purposes. The Borrower's obligations under the Agreement are secured by all assets of the Borrower, other than its intellectual property, until the first date on which the aggregate outstanding principal amount of the Term Loans equals or exceeds $50.0 million, at which time the Borrower has agreed to grant a security interest in its intellectual property. The Term Loans will bear interest at a floating per year rate equal to the prime rate, plus a margin of 5.25%, subject to a floor of 8.50%.

Interest is payable monthly in arrears on the first calendar day of each calendar month. Beginning (i) March 1, 2025, if either the Term B Loan or the Term C Loan is not made or (ii) September 1, 2025, if both the Term B Loan and the Term C Loan is made, the Borrower shall repay the Term Loans in consecutive equal monthly payments of principal, together with applicable interest, in arrears. All unpaid principal and accrued and unpaid interest with respect to each Term Loan is due and payable in full on January 1, 2027.

The Borrower will be required to make a final payment of 6.00% of the original principal amount of the Term Loans, payable at maturity or upon any earlier acceleration or prepayment of the Term Loans. The Borrower may prepay all, but not less than all, of the Term Loans, subject to a prepayment fee equal to (i) 2.00% of the principal amount of the applicable Term Loan if prepaid on or before the first anniversary of the Effective Date and (ii) 1.00% of the principal amount of the applicable Term Loan if prepaid after the first and on or before the third anniversary of the Effective Date.