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Exhibit 10.2
Promissory Note
Schedule No. 09
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 Thirty-Eight Thousand, Three
Hundred Thirty-Nine and Three One-Hundredths Dollars
($638,339.03) , with interest on the unpaid principal balance,
from the date hereof through and including the dates of payment, at
a fixed interest rate of ten and thirty-six one-hundredths percent
(10.36%) per annum, in thirty-six (36) consecutive monthly
installments of principal and interest as follows:
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Periodic
Installment
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Amount
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1-36
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$
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20,528.24
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(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 provision of this Note or
any
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