FIRST AMENDMENT TO
LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 27 th day
of June, 2007, by and among MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc. (“Merrill
Lynch”), SILICON VALLEY BANK (“SVB”) (SVB and Merrill Lynch each individually a “Lender”, and collectively the
“Lenders”), SVB in its capacity as agent for the Lenders (in such capacity, “Agent”), SVB and Merrill Lynch in their capacities
as joint lead arrangers (in such capacity, the “Arrangers”), and INSPIRE PHARMACEUTICALS, INC., a corporation organized
and in good standing under the laws of the State of Delaware (“Borrower”), provides the terms on which Lenders shall lend to
Borrower and Borrower shall repay Lenders.
A. Agent, Lenders and Borrower have entered into that certain Loan and Security Agreement dated as of December 22,
2006, (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).
B. Lenders have extended credit to Borrower for the purposes permitted in the Loan Agreement.
C. Borrower has requested that Agent and Lenders amend the Loan Agreement to (i) add a new term loan facility in the
principal amount of Twenty Million Dollars ($20,000,000), (ii) revise certain financial covenants, and (iii) make certain other
revisions to the Loan Agreement as more fully set forth herein.
D. Agent and Lenders have agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in
accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.
N OW , T HEREFORE , in consideration of the foregoing recitals and other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
1. Definitions . Capitalized terms used but not defined in this Amend