Exhibit 10.3
LOAN AGREEMENT
among
BOSTON SCIENTIFIC CORPORATION
as Purchaser,
and
CORAUTUS GENETICS INC.
and
VASCULAR GENETICS INC.
as Issuers
Dated as of July 30, 2003
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION
1.01
Certain Defined Terms
1
SECTION
1.02
Additional Definitions
3
SECTION
1.03
Interpretation and Rules of Construction
3
SECTION
1.04
Accounting Terms
4
ARTICLE II
SUBSCRIPTION FOR THE NOTES
SECTION
2.01
Issuance of Notes
4
SECTION
2.02
Request for Funding
4
ARTICLE III
CONDITIONS TO SUBSCRIPTIONS
SECTION
3.01
Conditions Precedent to Subscription for Each Note
5
ARTICLE IV
TERMINATION
SECTION
4.01
Termination
6
ARTICLE V
MISCELLANEOUS
SECTION
5.01
Public Announcements and Publications
6
SECTION
5.02
Amendments, Etc
6
SECTION
5.03
Notices
7
SECTION
5.04
No Waiver; Remedies
8
SECTION
5.05
Treatment of Note
8
SECTION
5.06
Costs and Expenses
8
SECTION
5.07
Binding Effect
8
SECTION
5.08
Survival
8
SECTION
5.09
Severability
8
SECTION
5.10
Entire Agreement
8
SECTION
5.11
No Third Party Beneficiaries
8
i
SECTION
5.12
Governing Law; Jurisdiction and Enforcement
8
SECTION
5.13
Dispute Resolution
9
SECTION
5.14
Counterparts
9
SECTION
5.15
Waiver of Jury Trial
9
Exhibit A - Form of Senior Convertible Promissory Note
Exhibit B - Form of Notice of Borrowing
Exhibit C - Form of Opinion of Counsel to the Company
ii
Exhibit 10.3
LOAN AGREEMENT
LOAN AGREEMENT (this “ Agreement ”) is made and entered into this 30 th day of July, 2003,
among CORAUTUS GENETICS INC., a Delaware corporation (“ Parent ”), and its wholly-owned subsidiary,
VASCULAR GENETICS INC., a Delaware corporation (“ VGI ” and, together with the Parent, the “ Issuers
”), and BOSTON SCIENTIFIC CORPORATION, a Delaware cor