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Document Preview Secured Promissory Note |
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Title: |
Secured Promissory Note |
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Date: |
2005 |
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Price: |
$43 |
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ID: |
#1265815 |
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SECURED PROMISSORY NOTE
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
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$655,000.00 |
June 10, 2003 | |
| New York, NY | ||
FOR VALUE RECEIVED, the receipt of which is hereby acknowledged, BIOVEST INTERNATIONAL, INC., a Delaware corporation having its corporate office at 8500 Evergreen Blvd., Minneapolis MN 55433 (the Company), hereby promises to pay to the order of Othon Mourkakos, having an address at 71 Essex Drive, Tenafly N.J. 07670 (Holder), or such other address as Holder may notify the Company, the principal sum of $655,000.00 (the Principal), together with interest thereon, as follows:
| 1. | Accrual of Interest. Interest shall accrue on the outstanding balance of Principal from the date of execution of this Note and from time to time at the rate of seven percent (7%) per annum. No payment of interest shall be due until maturity. |
| 2. | Maturity. The Principal amount due under this Note shall become immediately due and payable to Holder automatically and without further action or notice on the part of Holder, on the date that is the fourth (4th) annual anniversary of the date of the Closing of the Investment Agreement between Accentia and BioVest (the Maturity Date). |
| 3. | Prepayment. All payments due under this Note shall be made by check payable to HOLDER. The Company, at its option, may prepay this Note at any time upon thirty (30) days notice in whole or in part without premium or penalty, subject to HOLDERs right to convert the sums due hereunder to equity as set forth in paragraph (5) herein. |
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Collateral. (a) In order to secure (i) the due and punctual payment of all monetary obligations hereunder of the Company to Holder and any reasonable costs and expenses (including, but not limited to, all legal fees and expenses) of collection or enforcement of any such obligations and (ii) the due and punctual payment of any costs and expenses incurred in connection with the realization of the security of which this Note provides and any reasonable costs and expenses (including, but not limited to, all legal fees and expenses) incurred in connection with any proceedings to which this Note may give rise (collectively referred to herein as Liabilities), the Company hereby transfers, assigns, grants, bestows, sells, conveys and pledges to Holder a first priority security interest in |
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the Collateral (as hereinafter defined), which security interest shall remain in full force and effect until all of the Liabilities shall have been paid in full to Holder. |
(b) For purposes of this Note, Collateral shall mean all of the Companys right, title and interest in and to all of its tangible personal property and intangible property (including, without limitation, the Companys cash on hand, contract rights, securities, accounts receivables, equipment, inventory, trademarks, copyrights and other intellectual property, wherever located; BUT EXCLUDING: (i) the Companys rights in that certain Cooperative Research and Development Agreement for Non-Hodgkin Lymphoma Therapeutic Cancer Vaccine between the Company and the National Cancer Institute (as hereafter amended and supplemented), (ii) and the Companys rights arising from and relating to Non-Hodgkin Lymphoma Therapeutic Cancer Vaccine, and (iii) the Companys grant receivable from the National Institutes of Health; in each case, (x) whether tangible or intangible; (y) all and any proceeds from any sale, lease, license or other disposition thereof, and (z) all proceeds and products thereof).
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