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PROMISSORY NOTE

Promissory Note

PROMISSORY NOTE | Document Parties: ONCOTHYREON INC. | Biomira Inc You are currently viewing:
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ONCOTHYREON INC. | Biomira Inc

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Title: PROMISSORY NOTE
Governing Law: Washington     Date: 9/12/2007

PROMISSORY NOTE, Parties: oncothyreon inc. , biomira inc
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Exhibit 10.49

PROMISSORY NOTE

US$127,391   November 8, 2006

        FOR VALUE RECEIVED, Jeffrey Millard (together with its successors and assigns, " Debtor "), hereby promises to pay to the order of Biomira Inc., a Canadian corporation (together with its successors and assigns, " Lender "), in lawful money of the United States of America, the principal amount of One Hundred and Twenty Seven Thousand Three Hundred and Ninety One Dollars ($127,391) and to pay interest on the unpaid principal amount hereof, all as provided in this Promissory Note. THE OBLIGATIONS DUE UNDER THIS NOTE ARE SECURED BY SECURITY AGREEMENTS (THE " SECURITY AGREEMENTS ") DATED AS OF THE DATE HEREOF AND EXECUTED BY DEBTOR FOR THE BENEFIT OF LENDER. ADDITIONAL RIGHTS OF LENDER ARE SET FORTH IN THE SECURITY AGREEMENTS.

        1.     Interest.     The unpaid principal amount of this Promissory Note will bear simple interest at the rate of 5.0% per annum. Interest will be calculated on the basis of the actual number of days elapsed over a 365 day year. If any interest is determined to be in excess of the then legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of the obligations evidenced by this Promissory Note.

        2.     Payments.     The principal amount of this Promissory Note, together with interest accrued to the date of payment, is due and payable by Debtor on April 28, 2008 (the " Maturity Date "). All payments of principal and interest must be made in United States dollars in immediately available funds to the order of Lender by wire transfer of immediately available funds to a deposit account for Lender specified in writing by an authorized representative of Lender, or to such other account or party as may be specified in writing by Lender to Debtor.

        3.     Prepayments.     Debtor may prepay the obligations evidenced by this Promissory Note in whole or in part at any time, without penalty or premium.

        4.     Events of Default.     If any of the following events (each, an " Event of Default ") occurs and is continuing for any reason (and whether or not the occurrence is voluntary or involuntary or comes about or is effected by operation of the law or otherwise):

  •         (a)     Failure to Pay.     Debtor shall fail to pay (i) when due any principal or interest payment on the due date hereunder or (ii) any other payment required under the terms of this Note or the Security Agreements on the date due and such payment shall not have been made within five (5) days of Debtor's receipt of Lender's written notice to Debtor of such failure to pay; or

            (b)     Covenants.     Debtor shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note or the Security Agreements (other than those specified in Sections 4(a)) and such failure shall continue for 15 days; or

            (c)     Other Payment Obligations.     Debtor shall fail to make any payment when due under the terms of any note or other evidence of indebtedness for borrowed money (or any guarantee thereof) and such failure shall continue beyond any period of grace provided with respect thereto; or

            (c)     Voluntary Bankruptcy or Insolvency Proceedings.     Debtor shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) become insolvent (as such term may be defined or interpreted under any applicable statute), (v) commence a voluntary case or other proceeding seeking relief with respect to its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such reli


 
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