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Exhibit 10.14
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED
(THE "ACT"), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY
BE SOLD,
DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT AS
OTHERWISE SET FORTH HEREIN AND UNLESS (A) THERE IS AN EFFECTIVE
REGISTRATION
STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS
COVERING ANY SUCH
TRANSACTION, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL
FOR THE HOLDER
SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT
FROM
REGISTRATION OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT
SUCH TRANSACTION
IS EXEMPT FROM REGISTRATION.
APRIL 14, 2006
$15,000,000
IMARX THERAPEUTICS, INC.
SECURED PROMISSORY NOTE
ImaRx Therapeutics, Inc., a Delaware corporation (the "COMPANY"),
for value
received, promises to pay to Abbott Laboratories, an Illinois
corporation
("HOLDER"), the principal sum of $15,000,000, subject to adjustment
from time to
time (as adjusted from time to time, the "PRINCIPAL AMOUNT") in
accordance with
the terms of this Note and that certain Asset Purchase Agreement
dated as of
April 10, 2006, by and among the Company and Holder (the "ASSET
PURCHASE
AGREEMENT"). Capitalized terms not defined herein shall have the
meanings given
such terms in the Asset Purchase Agreement.
The
following is a statement of the rights of Holder and the conditions
to
which this Note is subject, to which Holder, by the acceptance of
this Note,
agrees:
1.
Principal Amount and Interest; Payment; Prepayment.
(a) Principal Amount and Interest. Simple interest shall accrue on
the
unpaid Principal Amount at the annual rate of six percent (6.0%)
per annum
("INTEREST"), measured from the date set forth above. Interest will
be computed
on the basis of a 365-day year. The Company will pay the Principal
Amount on or
before December 31, 2007 (the "PAYMENT DATE") plus all accrued but
unpaid
Interest through such date. Notwithstanding the foregoing, if an
Event of
Default (as defined below) occurs, then, at the option of Holder,
upon 30 days
prior written notice of default given to the Company, the unpaid
Principal
Amount (as it may have been adjusted pursuant to the provisions
hereof) and all
accrued and unpaid Interest thereon shall be immediately due,
payable and
collectible by Holder.
(b) Prepayment. The Company may at any time prepay in whole or in
part
the Principal Amount and any accrued and unpaid Interest without
penalty.
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(c) Withholding. Holder acknowledges that the Company may be
required
by law to withhold on payments of Interest and hereby authorizes
the Company to
withhold as required by law.
(d) Payments. All payments made hereunder shall be applied first
to
accrued Interest, and thereafter to the Principal Amount. Principal
and Interest
and all other amounts due hereunder (collectively, the
"OBLIGATIONS") are to be
paid in lawful money of the United States of America in federal or
other
immediately available funds.
2.
Security Interest. Pursuant to the terms of the Security
Agreement
attached as an exhibit to the Asset Purchase Agreement (the
"SECURITY
AGREEMENT"), the Company has granted a continuing, first priority
security
interest to Holder in all of the Collateral (as defined in the
Security
Agreement) to secure the payment of the Obligations.
3.
Transfer of Note; Restrictions on Transfer. Neither this Note nor
any of
the rights, interests or obligations hereunder may be assigned in
whole or in
part by the Company or Holder without the prior written consent of
the other
party, which consent may not be unreasonably withheld. In addition,
this Note
may be transferred only in compliance with applicable federal and
state
securities laws and only upon surrender of the original Note for
registration of
transfer, duly endorsed, or accompanied by a duly executed written
instrument of
transfer in form satisfactory to the Company. A new Note for like
Principal
Amount and Interest will be issued to, and registered in the name
of, the
transferee. Interest and Principal Amount are payable only to the
registered
holder of the Note.
4.
Events of Default. The term "EVENT OF DEFAULT" as used in this
Note
means any of the following events:
(a) Any breach by the Company of the obligation to pay within
thirty
(30) days after the date when it is due and payable (i) any amount
payable
hereunder or (ii) any amount payable under the Escrow Agreement
between the
Company and the Holder of even date herewith into the Escrow
Account (as
