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EXECUTION COPY
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Exhibit 10.144
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SECURED NOTE
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$,50,000.00
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July __, 2008
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FOR VALUE RECEIVED, Vyteris, Inc., a Nevada corporation (the
"Borrower"), hereby promises to pay to the order of Ferring
Pharmaceuticals, Inc. (the "Holder"), in lawful money of
the United States of America and in immediately available funds,
the principal sum of Fifty Thousand Dollars ($50,000.00), with
interest accruing on the outstanding principal balance from the
date hereof as provided below.
1. Rate
of Interest. The principal amount of this Note shall
bear interest at the rate of ten percent (10%) per
annum. In no event shall the rate of interest hereunder
(whether pursuant to this Section 1 or the Default Rate) exceed the
maximum rate allowed by law.
2. Payment
Terms. During the term of this Note, interest shall
accrued at the interest rate set forth in paragraph 1 above and
shall be due and payable in full on the Maturity Date (as defined
below).. The entire outstanding principal amount of this
Note, together with all outstanding interest accrued thereon, shall
be due and payable in full on July __, 2009 (“Maturity
Date”).
3. Default
Interest. If any payment due under this Note is more
than ten (10) business days late, the overdue amount shall bear
interest at the rate of twelve percent (12%) per annum (the
“Default Rate”). Such 10 business day period
shall not be construed in any way to extend the due date of any
such payment. Upon maturity, whether by acceleration,
demand or otherwise, and at the option of the Holder upon the
occurrence of any Event of Default (as hereinafter defined) and
during the continuance thereof, this Note shall bear interest at
the Default Rate.
4. Intentionally
Omitted.
5. Prepayment. The
Borrower shall have the right to prepay the outstanding principal
amount hereof at any time in whole without premium or penalty.
6. Place
of Payment. All payments of sums due hereunder shall be
paid by the Borrower to the Holder at the office of the Holder, 4
Gatehall Drive, Parsippany, New Jersey 07054, or at such
other location as the Holder may from time to time designate in
writing.
7. Security
Agreement; Letter Agreement. This Note is the Note and
the Secured Note referred to in the Security Agreement dated as of
the date hereof between the Borrower and the Holder (the
“Security Agreement”), is secured by the liens and
security interests granted pursuant to the Security Agreement, and
is entitled to the benefits of the Security
Agreement. As additional consideration for the making of
the loan to the Borrower evidenced hereby, the Borrower and the
Holder have entered into a certain letter agreement of even date
herewith (the “Letter Agreement”) amending certain
provisions of the License and Development Agreement and the Supply
Agreement referred to therein.
8. Events
of Default. The occurrence of any of the following
events will be deemed to be an "Event of Default" under this Note:
(i) the
Borrower fails to pay any installment of principal, interest or
other sum due under this Note within ten (10) days of the date when
due;
(ii) the
Borrower breaches in any material respect any covenant or other
term or condition of the Security Agreement, this Note or the
letter agreement dated hereof between the Borrower and the Holder
(the “Letter Agreement”) and such breach, if capable of
being cured, continues for a period of ten (10) business days after
written notice to the Borrower from the Holder;
(iii) any
representation or warranty made by the Borrower in the Security
Agreement or the Letter Agreement is false, inaccurate or
misleading in any material respect;
(iv) the
Borrower shall make an assignment for the benefit of creditors, or
apply for or consent to the appointment of a receiver or trustee
for the Borrower for a substantial part of the Borrower’s
property or business; or such receiver or trustee shall be
involuntarily appointed and not dismissed within ninety (90) days;
or
(v) bankruptcy,
insol
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