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EXHIBIT 10.14
PROMISSORY NOTE
TO MASTER SECURITY AGREEMENT NO. _________
____________________
(DATE)
FOR VALUE RECEIVED,
PTC Therapeutics, Inc., a Delaware corporation, located at
the address stated
below ("MAKER") promises, jointly and severally if more
than one, to pay to
the order of OXFORD FINANCE CORPORATION or any subsequent
holder hereof (each, a
"PAYEE") at its office located at 133 N. FAIRFAX
STREET, ALEXANDRIA, VA
22314 or at such other place as Payee or the holder
hereof may designate,
the principal sum of ____________________ DOLLARS
($____________________), with interest on the unpaid principal
balance, from
the date hereof
through and including the dates of payment, at a fixed
interest rate of
______ and _____ hundredths percent (____%) per annum, in
________ consecutive
monthly installments of principal and interest as
follows:
<TABLE>
<CAPTION>
Periodic
Installment
Amount
_________________________________
<S>
<C>
$
</TABLE>
each ("PERIODIC
INSTALLMENT") and a final installment which shall be in the
amount of the total
outstanding principal and interest. The first Periodic
Installment shall be
due and payable on ____________________ and the following
Periodic Installments
and the final installment shall be due and payable on
the same day of each
succeeding _______________ (each, a "PAYMENT DATE"). Such
installments have been
calculated on the basis of a 360-day year of twelve
30-day months. Each
payment may, at the option of the Payee, be calculated and
applied on an
assumption that such payment would be made on its due date.
Maker agrees to pay
any initial partial month interest payment from the date
of this Note to the
first day of the following month ("Interim Interest").
The acceptance by
Payee of any payment which is less than payment in full of
all amounts due and
owing at such time shall not constitute a waiver of
Payee's right to
receive payment in full at such time or at any prior or
subsequent time.
The Maker hereby
expressly authorizes the Payee to insert the date value is
actually given in the
blank space on the face hereof and on all related
documents pertaining
hereto.
This Note may be
secured by a security agreement, chattel mortgage, pledge
agreement or like
instrument (each of which is hereinafter called a "SECURITY
AGREEMENT" AND ANY
SECURITY AGREEMENT, THIS NOTE AND ANY OTHER DOCUMENT
EVIDENCING OR SECURING
THIS LOAN IS HEREINAFTER CALLED A "DEBT DOCUMENT").
Time is of the essence
hereof. If any installment or any other sum (not
including any
accelerated amount) due under this Note or any Security
Agreement is not
received when due, or within five (5) days thereafter, the
Maker agrees to pay,
in addition to the amount of each such installment or
other sum, a late
payment charge of five percent (5%) of the amount of said
installment or other
sum, but not exceeding any lawful maximum. If (i) Maker
fails to make payment
of any amount due hereunder within five (5) days after
the due date; or (ii)
Maker is in default under any Security Agreement, then
the entire principal
sum remaining unpaid, together with all accrued interest
thereon and any other
sum payable under this Note or any Security Agreement,
at the election of
Payee, shall immediately become due and payable, with
interest thereon at
the lesser of (x) two and one-half percent (2.5%) per
annum plus the
applicable non-default rate per annum under the Debt Documents;
and (y) the maximum
rate not prohibited by applicable law from the date of
such accelerated
maturity until paid (both before and after any judgment).
Maker may prepay in
full any indebtedness hereunder upon 5 days' notice to the
Payee. The repayment
shall be accompanied by payment of (i) all accrued and
unpaid interest on the
principal and the outstanding principal balance of this
Note and (ii) a
premium of 8% of the principal prepaid if such prepayment
shall occur in Year 1,
a premium of 6% of the principal prepaid if such
prepayment shall occur
in Year 2 and a premium of 4% of the principal prepaid
if such prepayment
shall occur in Year 3. There shall be no prepayment premium
in Year 4 or
thereafter. Year 1 will mean the period consisting of the 1st
through the 12th
installments under this Note and subsequent years will refer
to the subsequent
twelve monthly payment periods.
The Maker and all
sureties, endorsers, guarantors or any others (each such
person, other than the
Maker, an "OBLIGOR") who may at any time become liable
for the payment hereof
jointly and severally consent hereby to any and all
extensions of time,
renewals, waivers or modifications of, and all
substitutions or
releases of, security or of any party primarily or
secondarily liable on
this Note or any Security Agreement or any term and
provision of either,
which may be made, granted or consented to by Payee, and
agree that suit may be
brought and maintained against any one or more of them,
at the election of
Payee without joinder of
IMPORTANT NOTICE:
THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH
CONSTITUTES A
WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE
CREDITOR TO
OBTAIN A JUDGMENT AGAINST YOU WITHOUT ANY FURTHER NOTICE.
PAGE 1 OF 4
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any other as a party
thereto, and that Payee shall not be required first to
foreclose, proceed
against, or exhaust any security hereof in order to enforce
payment of this Note.
The Maker and each Obligor hereby waives presentment,
demand for payment,
notice of nonpayment, protest, notice of protest, notice
of dishonor, and all
other notices in connection herewith, as well as filing
of suit (if permitted
by law) and diligence in collecting this Note or
enforcing any of the
security hereof, and agrees to pay (if and to the extent
permitted by law) all
reasonable expenses incurred in collection, including
Payee's reasonable
actual attorneys' fees. Maker and each Obligor agrees that
fees not in excess of
twenty percent (20%) of the amount then due shall be
deemed reasonable.
Maker and Payee intend
to strictly comply with all applicable federal and
Virginia laws,
including applicable usury laws (or the usury laws of any
jurisdiction whose
usury laws are deemed to apply to the Note or any other
Debt Document despite
the intention and desire of the parties to apply the
usury laws of the
Commonwealth of Virginia). Accordingly, the provisions of
this paragraph shall
govern and control over every other provision of this
Note or any other Debt
Document which conflicts or is inconsistent with this
Section, even if such
provision declares that it controls. As used in this
paragraph, the term
"INTEREST" includes the aggregate of all charges, fees,
benefits or other
compensation which constitute interest under applicable law,
provided that, to the
maximum extent permitted b
