EXHIBIT 10.6
THIRD AMENDED AND RESTATED TERM NOTE
$14,000,000.00
March 26, 2008
FOR
VALUE RECEIVED, the undersigned, ARIAD PHARMACEUTICALS, INC., a
Delaware corporation, ARIAD CORPORATION, a Delaware corporation,
and ARIAD GENE
THERAPEUTICS, INC., a Delaware corporation (hereinafter sometimes
referred to
collectively as the "Borrowers and each singly as a Borrower"),
HEREBY
UNCONDITIONALLY PROMISES TO PAY TO THE ORDER OF RBS CITIZENS,
NATIONAL
ASSOCIATION, successor by merger to Citizens Bank of Massachusetts,
a national
banking association (the "Lender") at the office of the Lender,
located at 28
State Street, Boston, Massachusetts 02109 (or such other place as
the holder
hereof may specify in writing), in lawful money of the United
States of America
and in immediately available funds, the principal amount of
FOURTEEN MILLION AND
00/100 DOLLARS ($14,000,000.00) (the "Loan"). The Borrowers jointly
and
severally agree to pay the principal amount of the Loan in the
amounts and on
the dates specified in subsection 2.5 of the Credit Agreement dated
March 12,
2003, as amended by Amendment No. 1 to Credit Agreement, dated
December 31,
2003, as further amended by Amendment No. 2 to Credit Agreement,
dated December
31, 2004, as further amended by Amendment No. 3 to Credit
Agreement, of even
date herewith (as the same may be further amended, modified,
supplemented,
extended or restated from time to time, the "Credit Agreement") by
and between
the Lender and the Borrowers. The Borrowers further agree to pay
interest on the
unpaid principal balance of the Loan from time to time outstanding
from the
Closing Date until paid, at the rates and at the times provided in
the Credit
Agreement.
This
Note is issued pursuant to the Credit Agreement, and the holder
hereof
is entitled to, and shall have, all of the benefits of the Credit
Agreement, and
all other agreements, instruments, guarantees and other documents
executed and
delivered in connection therewith
