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<PAGE>
Exhibit 10.12
PROMISSORY NOTE
To Master Security Agreement No. 4081067
August 31, 2004
(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,
ALEXANDRA, VA 22314 or at such other place as Payer or the
holder here of may
designate, the principal sum of FOUR HUNDRED FIFTY FOUR THOUSAND
SEVEN HUNDRED
TWENTY SIXTY AND 23/100 DOLLARS ($454,726.23), with interest on
the unpaid
balance, from the date hereof through and including the dates
payment, at a
fixed interest rate of nine and one hundred thirty seven
thousandths percent
(9.137%) per annum, in forty eight (48) consecutive monthly
installments of
principal and interest as follows:
Periodic
<TABLE>
<CAPTION>
Installment Amount
----------- ----------
<S> <C>
1-48 $11,259.75
</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 August 23, 2004 and the
following
Periodic Installments and the final installment shall be due and
payable on the
same day of each succeeding October 1, 2004 (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 as
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
mortgagee, 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
<PAGE>
Schedule 01
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 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 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
Documents 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 Se
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