Exhibit 10.1
Promissory Note
Schedule No. 08
PROMISSORY NOTE
To Master Security Agreement No. 4081067
December 29, 2006
(Date)
FOR VALUE RECEIVED, Altus
Pharmaceuticals 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 Six
Hundred Seventy-One Thousand, Six Hundred Sixty and Eighty-Seven
One-Hundredths Dollars ($671,660.87) , with interest on the
unpaid principal balance, from the date hereof through and
including the dates of payment, at a fixed interest rate of ten and
thirty-four one-hundredths percent (10.34%) per annum, in
forty-eight (48) consecutive monthly installments of principal
and interest as follows:
(each a “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 December 28,
2006 and the following Periodic Installments and the final
installment shall be due and payable on the first day of each
succeeding month (each, a “Payment Date" ) beginning
February 1, 2007. 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 due under this Note or any Security
Agreement is not received within 5 days of when due, 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; or (ii) Maker is in default under, or
fails to perform under any material term or condition contained in
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 eighteen percent (18%) per annum
or the highest rate not prohibited by applicable law from the date
of such accelerated maturity until paid (both before and after any
judgment).
Notwithstanding anything to the
contrary contained herein or in the Security Agreement, Maker may
not prepay in full or in part any indebtedness hereunder without
the express written consent of Payee in its sole
discretion.
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 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 expenses incurred in collection,
including Payee’s actual attorneys’ fees.
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
