PROMISSORY NOTE
Exhibit PP
This Promissory Note is delivered in connection with (i) the Memorandum of Agreement (the
“Agreement”) executed concurrently herewith by and between Picchio Pharma Inc. and 1324286 Alberta
Ltd. and (ii) the promissory note by Picchio Pharma Inc. in favour of Victoria Square Ventures Inc.
(the “VSV Promissory Note”). This Promissory Note represents full and final payment of the purchase
price under the Agreement.
FOR VALUE RECEIVED, the undersigned, Picchio Pharma Inc., hereby promises to pay to 1324286
Alberta Ltd., by no later than the Maturity Date (as defined below), an amount equal to the fair
market value of the securities described on Schedule A hereto (the “Securities”) as at December 18,
2008, namely, $3,240,000 in the aggregate. Picchio Pharma Inc. shall have the right to make such
payment and to satisfy its obligations hereunder, and 1324286 Alberta Ltd. shall have the right to
demand that payment hereunder be made by Picchio Pharma Inc., by the transfer of all Picchio Pharma
Inc.’s right, title and interest in (including ownership of) all of the Securities to 1324286
Alberta Ltd. In the event that Picchio Pharma Inc. transfers all right, title and interest in
(including ownership of) these Securities as contemplated above in this Promissory Note, it shall
use its best efforts to cause certificates for such Securities to be issued to, or in the name of,
1324286 Alberta Ltd. Until the Securities are transferred to 1324286 Alberta Ltd. as contemplated
above in this Promissory Note, 1324286 Alberta Ltd. shall have no ownership of, and no rights to
vote or receive dividends on, any of such Securities.
Picchio Pharma Inc. hereby covenants that it shall not otherwise sell, assign, transfer or
impose or allow to be imposed any liens, charges, hypothecs, security interests or other
encumbrances of any kind, nature or description on the Securities so long as this Promissory Note
is outstanding, provided that if Picchio Pharma Inc. and 1324286 Alberta Ltd. agree that Picchio
Pharma Inc. shall pay the full amount of this Promissory Note in cash, then Picchio Pharma Inc.
shall have the right to dispose of the Securities or encumber them in order to fund such cash
payment. Notwithstanding anything to the contrary in this Promissory Note, the obligations of
Picchio Pharma Inc. under this Promissory Note shall be fulfilled concurrently with the obligations
of Picchio Pharma Inc. under the VSV Promissory Note such that if payment is made under the VSV
Promissory Note (whether in cash or by the transfer of the securities contemplated therein),
concurrently therewith Picchio Pharma Inc. must make payment in full of the amount due under this
Promissory Note.
For the purposes of this Promissory Note, the “Maturity Date” means ten (10) days after
Picchio Pharma Inc. becomes the registered holder or owner of all of the Securities but in no event
later than April 30, 2009.
The undersigned, hereby waives the necessity of presentation, protest, notice of protest,
notice of dishonour or any other formality or legal requirement relating to collection of payment
of this Promissory Note. The non-exercise by the holder of any rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent instance.
The holder of this Promissory Note may at any time negotiate, transfer, assign or endorse same
to or in favour of any party and this demand Promissory Note shall be binding upon the
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undersigned and shall enure to the benefit of 1324286 Alberta Ltd. and its successors and
assigns. This Promissory Note constitutes a negotiable instrument.
This Promissory Note shall be governed by and construed in accordance with the laws of the
Province of Quebec and the laws of Canada applicable therein.
Time shall be of the essence.
Dated as of the 18th day of December, 2008.
| PICCHIO PHARMA INC. |
||||
| Per: | /s/ Xxxxxxx Xxxxxxx | |||
| Xxxxxxx Xxxxxxx | ||||
| Accepted and Agreed: 1324286 ALBERTA LTD. |
||||
| Per: | /s/ Xxxx Xxxxxx | |||
| Xxxx Xxxxxx | ||||
SCHEDULE A
| 5,725,215 common shares of XXXXXX Health Inc. | |
| [securities of other issuers] |
