EXHIBIT 10.29
PROMISSORY NOTE SECURED BY DEED OF TRUST
$600,000 San Mateo, California
As of December 26, 1995
In installments as stated in this Note, for value received, Xxxxxx X. Xxxxx
and Xxxxx X. Xxxxx, husband and wife, (together, "Borrowers"), hereby promise to
pay to SciClone Pharmaceuticals, Inc., a California corporation ("Lender") on
order, at its offices at 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxxx, Xxxxxxxxxx,
or at such other place as Lender may from time to time designate in writing, the
principal sum of Six Hundred Thousand Dollars ($600,000), with interest on the
unpaid balance of principal from the date of this Note until paid at the rate of
7.50% per annum (the "Note Rate"), on the following terms:
I. Payment. The principal and interest due pursuant to this Note shall be
paid as follows:
A. The entire principal balance with all accrued interest shall be due
and payable on December 26, 1997, unless the term hereof is renewed as set forth
herein. At the election of the Lender, the Lender may extend the term of this
Note, which extension shall be deemed effective upon written notice from Lender
to Borrowers delivered at any time before the initial maturity date hereof,
which notice shall state the extended maturity date selected by Lender. As of
the effective date of such notice, this Note shall be extended on all the same
terms and conditions as are set forth herein, except for the extended maturity
date.
B. Principal and interest shall be payable in lawful money of the
United States. Interest shall be calculated on the basis of a 360-day year
consisting of 12 thirty-day months. Each payment shall be applied first to
interest then due and the balance of said installment shall be applied to the
principal sum.
C. This Note may be prepaid at any time, without penalty.
II. Security. This Note is secured by a deed of trust of even date herewith
made by Xxxxxxxxx, as trustor, to Western Title Company, Inc., as trustee, for
Lender, as beneficiary (the "Deed of Trust"), encumbering certain real property
commonly known as 000 Xxxxxxxx Xxxx, Xxxxxxx Xxxxxxx, Xxxxxx (the "Property").
III. Default and Acceleration.
A. Unless otherwise prohibited by law, upon the occurrence of any of
the following events, the Lender of this Note shall have the option, without
demand or notice, to declare the entire balance of principal of this Note
together with all accrued interest to be immediately due and payable:
1. Borrowers default in the payment of principal or interest when
due pursuant to the terms hereof or default in the performance of any obligaton
of Borrowers in the Deed of Trust or any other deed of trust, security agreement
or other agreement (including any amendment, modification or extension thereof)
which may hereafter be executed by Borrowers for the purpose of securing this
Note; or
2. Borrowers voluntarily or by operation of law sell, convey,
assign, further encumber or otherwise transfer or agree to sell, convey or
otherwise transfer, all or substantially all, or any portion of, or Borrowers'
interest in the Property.
IV. Default Interest Rate. If Borrowers fail to make payment within fifteen
(15) days after payment becomes due and payable, Borrowers are to pay interest
on the late payment, including that portion of the late payment which consists
of past-due interest, at an annual rate (the "Default Rate") of three percent
(3.0%) in excess of the Note Rate, from the date the payment was due until
Borrowers pay in full all sums due under this Note.
V. Attorneys' Fees. In the event of any default hereunder, Borrowers hereby
promise to pay all costs of collection, including reasonable attorneys' fees
incurred by Xxxxxx hereof on account of such collection, whether or not suit is
filed hereon.
VI. Waiver. The waiver by Lender hereof of any breach of or default under
any term, covenant or condition contained herein or in any of the agreements
referred to above shall not be deemed to be a waiver of such term, covenant or
condition or any subsequent breach of or default under the same or any other
such term, covenant or condition.
VII. No Usury. It is the intent of Borrowers and Lender that the rate of
interest on the indebtedness evidenced hereby shall not exceed the maximum rate
permitted by applicable law and accordingly, if the rate of interest specified
herein, or any other payments specified herein or otherwise required to be made
by Borrowers or received by Lender in connection with the indebtedness evidenced
hereby and deemed to be interest, shall exceed the maximum rate of interest
permitted by applicable law then such payments, to the extent they exceed such
maximum rate, shall be deemed to have been made and received inadvertently, and
shall for all purposes be deemed to be a payment of and on account of the
principal balance of the indebtedness evidenced hereby and shall be applied
accordingly or, at Xxxxxx's option, returned to Borrowers.
VIII. General Provisions. This Note shall be governed by and construed in
accordance with the laws of the State of California. The makers, guarantors and
endorsers of this Note hereby severally waive presentment for payment, protest
and demand, notice of protest, demand and dishonor and nonpayment of this Note,
and consent that Lender may extend the time for payment or otherwise modify the
terms of payment of any part or the whole of the debt evidenced by this Note, at
the request of any person liable hereon, and such consent shall not alter nor
diminish the liability of any
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person. Borrowers hereby waive the defense of the statute of limitations in any
action on this Note to the extent permitted by law.
Borrowers:
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Xxxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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