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As previously reported in the Current Report on Form 8-K of Ionis Pharmaceuticals, Inc. (the “Company”) filed on June 22, 2017, the Company entered into agreements with affiliates of BioMed Realty, L.P. to purchase the real property located at 2855 Gazelle Court, Carlsbad, California (the “Gazelle Property”) for a purchase price of $79.4 million and the real property located at 2282 Faraday Avenue, Carlsbad, California (the “Faraday Property”) for a purchase price of $14.0 million (each, a “Purchase”).

On July 18, 2017, the Company, through two separate wholly owned subsidiaries (the “Ionis Subsidiaries”), completedeach Purchaseand entered into two separate loan agreements (the “Loan Agreements”) with UBS AG (“UBS”) to partially finance each Purchase. The remainder of the aggregate purchase price was paid with cash on hand.

One loan is secured by a mortgage on the Gazelle Property (the “Gazelle Loan”), is in the amount of $51,350,000 and bears annual interest at a rate equal to 3.881%. The other loan is secured by a mortgage on the Faraday Property (the “Faraday Loan”, and together with the Gazelle Loan, collectively, the “Loans”), is in the amount of $9,100,000 and bears annual interest at a rate equal to 4.211%. Each Loan requires monthly interest-only payments for the initial sixty months of the term, and thereafter requires monthly principal amortization payments on the basis of a thirty year amortization schedule, with the applicable principal balance due on the maturity date of August 6, 2027. Each Loan contains various customary affirmative and negative covenants.

Each Loan is without recourse, except that with respect to each Loan, the Company has guaranteed, among other things, specified losses arising from certain actions of a borrower party to each Loan, including fraud, intentional misrepresentations, certain intentional acts, misapplication of funds, and failure to pay taxes, the terms of which are governed by the guaranties made by the Company in favor of UBS and executed simultaneously with the Loan Agreements (each, a “Guaranty”). The Guaranty relating to the Gazelle Loan requires that the Company maintain a minimum net worth of $51,350,000 and a minimum liquidity of $5,135,000. The Guaranty relating to the Faraday Loan requires that the Company maintain a minimum net worth of $9,100,000 and a minimum liquidity of $910,000. In connection with each Loan, the applicable Ionis Subsidiary and the Company also delivered an environmental indemnification agreement (the “Environmental Indemnity Agreements”) in favor of UBS indemnifying UBS for certain environmental matters that may arise at the applicable property.

Each Loan may be prepaid in whole, but not in part, (i) at any time following April 6, 2027 without payment of any fee, penalty or premium, and (ii) at any time following September 6, 2020 and prior to the date that is two years from the “startup day” within the meaning of Section 860G(a)(9) of the Internal Revenue Code (the “Startup Date”), upon payment of a penalty based on a yield maintenance formula of not less than 1.0% of the principal amount being repaid. Each Loan may be defeased in its entirety at any time followingthe later ofSeptember 6, 2020 and the date that is two years from the Startup Dateand prior to April 6, 2027, with the applicable collateral being released, to customary defeasance procedures.

UBS performs cash management services on behalf of the Company.

The descriptions in this Current Report on Form 8-K of the Loans are summaries and are qualified in their entirety by the terms of the Loan Agreements, the Guaranties, and the Environmental Indemnity Agreements. Copies of the Loan Agreements, the Guaranties, and the Environmental Indemnity Agreements are attached as Exhibits 10.1-10.6 to this Current Report on Form 8-K and incorporated by reference herein.

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

(d) Exhibits.

IONIS PHARMACEUTICALS INC Exhibit
EX-10.1 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1   LOAN AGREEMENT Dated as of July 18,…
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About IONIS PHARMACEUTICALS, INC. (NASDAQ:IONS)

Ionis Pharmaceuticals, Inc., formerly Isis Pharmaceuticals, Inc., is engaged in discovering and developing ribonucleic acid-targeted (RNA-targeted) therapeutics. The Company operates through two segments: Ionis Core and Akcea Therapeutics. The Company’s Ionis Core segment is developing a drug discovery platform. The Company’s Akcea Therapeutics segment consists of the operations of its subsidiary, Akcea Therapeutics, Inc., which develops and commercializes drugs for cardiometabolic disorders. The Company is developing transformational drugs, which include nusinersen, IONIS-TTR and volanesorsen that are designed to treat patients with orphan diseases. In addition to its Phase III programs, the Company has a pipeline of drugs in Phase II development, which includes IONIS-FXI and IONIS-APO(a)-L. Its Phase II pipeline includes drugs to treat patients with severe and rare diseases, viral infections, ocular diseases, metabolic disorders and cardiovascular diseases.