Exhibit 10.111
SECURED NOTE
FOR
VALUE RECEIVED, Ocimum Biosolutions Inc., a Delaware
corporation, (the “Ocimum”) and Ocimum Biosolutions
India Limited, a company incorporated under the Company Act, 1956,
in the Republic of India (“Ocimum India”, and
collectively with Ocimum, “Maker”), jointly and
severally, promise to pay to Ore Pharmaceuticals Inc., a Delaware
corporation (“Ore”), the principal sum of THREE MILLION
Dollars ($3,000,000), as such amount may be adjusted in accordance
with terms herein, (the “Principal Amount”) pursuant to
the terms and conditions of that certain Security Agreement of even
date herewith between Ore and Ocimum (the “Security
Agreement”), together with interest thereon, if any, computed
hereunder and any and all other sums which may be due and owing to
the Ore in accordance with the terms contained herein and in the
Security Agreement. Ore and Maker may hereinafter be
collectively referred to as the
“Parties”.
1.
Cancellation of Prior Promissory Note
. The Parties agree and acknowledge that upon execution
of this Note and the Security Agreement, the Promissory Note dated
December 14, 2007 (“ Prior Note” ) between the
Maker and Ore (then doing business as Gene Logic Inc.) shall be
deemed hereby cancelled, revoked, and superseded by this Secured
Note (the “ Note ”).
2.
Incorporation of Security and Security Agreement
. This Note is the “Note” referred to in the
Security Agreement. This Note is secured by the
Collateral (as defined in the Security Agreement), which Collateral
generally includes all accounts, equipment, inventory, documents,
instruments, securities, deposit accounts and other assets of
Ocimum now existing or hereafter acquired, and all proceeds of any
of the foregoing. Reference is made to the Security
Agreement, which is incorporated by reference in its entirety into
this Note, for terms and conditions applicable to this Note,
including, without limitation, rights and obligations of payment
and repayment hereof, events of default, and Ore’s rights and
remedies upon the occurrence of any such events of
default.
3.
Maturity . The Principal Amount shall be
due and payable as described in Section 4. Interest shall accrue on
the unpaid Principal Amount, subject to any adjustment provided in
Section 4, at a rate of fifteen percent (15%) per annum, compounded
monthly. Interest hereunder shall be calculated on the
basis of a three hundred sixty (360) days-per-year factor applied
to the actual days on which there exists an unpaid balance under
the Note.
4.
Principal Adjustment and Payment Schedule
. The Principal Amount shall adjust as
follows:
·
On July 15, 2009, the Principal
Amount shall be increased by four percent (4%) of the then unpaid
Principal Amount;
·
On August 15, 2009, the Principal
Amount shall be increased by five percent (5%) of the then unpaid
Principal Amount; and
·
On September 15, 2009, the Principal
Amount shall be increased by eight percent (8%) of the then unpaid
Principal Amount.
Maker
shall pay Ore according to the following schedule:
·
No less than fifty percent (50%) of
the Principal Amount, adjusted to reflect interest described in
Section 3 that has accrued since June 15, 2009 and any adjustment
to the Principal Amount as described in this Section 4 above that
may have occurred, shall be due and payable to
