EXHIBIT 10.20
SECURED NON-REVOLVING TIME
NOTE
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$2,250,000.00
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September 23, 2004
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Boston, Massachusetts
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Unless the entire principal balance
hereunder is converted to a term note in accordance with the
Agreement for value received, on February 28, 2005, the
undersigned, Curis, Inc. (the “Borrower” )
promises to pay to Boston Private Bank & Trust Company (the
“Bank” ), or order, the principal sum of Two
Million Two Hundred Fifty Thousand ($2,250,000.00) Dollars, or if
less, such amount as may be the aggregate unpaid principal amount
of all Advances made by the Bank to the Borrower pursuant to a Line
of Credit Agreement for the Acquisition of Equipment and Leasehold
Improvements between the Borrower and the Bank of even date (the
“Agreement” ), together with interest (as
provided below) on the aggregate unpaid principal balance from time
to time outstanding on the first day of each calendar month,
commencing on the first day of the first month next succeeding the
date hereof, at a fluctuating interest rate per annum equal to the
Bank’s Base Rate in effect from time to time plus one (1.0%)
percent per annum. Each change in such interest rate shall take
effect simultaneously with the corresponding change in such Base
Rate. “ Base Rate ” shall mean the rate of
interest announced by Bank in Boston from time to time as its Base
Rate, it being understood that such rate is a reference rate and
not necessarily the lowest rate of interest charged by the Bank.
Interest shall be calculated on the basis of actual days elapsed
and a 360-day year.
Upon the Borrower’s request,
the Bank shall, so long as there has not occurred an Event of
Default under the Agreement and there has not been a material
adverse change in Borrower’s financial condition, make loans
and advances to the Borrower from time to time in accordance with
the terms of the Agreement in an aggregate amount not to exceed the
maximum principal amount of this Note, and the Borrower may repay
but not reborrow such loans and advances, provided, that no further
advances of principal shall be made after February 28, 2005 (the
“ Termination Date ”).
If the outstanding balance of each
advance evidenced by this Note is not paid in full when due or
after the occurrence of an Event of Default, interest on such
unpaid balance shall thereafter accrue and be payable at a per
annum rate equal to four (4%) percent greater than the rate of
interest otherwise applicable to such balance (the “
Default Rate ”). In no event, however, shall advances
evidenced by this Note bear interest at a rate in excess of the
maximum interest permitted by applicable law.
At the option of the Bank, this note
shall become immediately due and payable upon the occurrence at any
time of: (i) the failure to pay in full and when due any
installment of princ
