Chattel Mortgage - Installment Sale of Equipment Agreement
This Chattel Mortgage - Installment Sale of Equipment Agreement, dated as
of January 1, 1996, is between Ixion Biotechnology, Inc., a Delaware
corporation with offices at 00000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxx (the
"mortgagor") and Xxxx Therapeutic, Inc., a Florida corporation with offices at
000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxx (the "mortgagee").
The mortgagor hereby purchases from the mortgagee, subject to the terms
and conditions set forth below, the laboratory equipment and disposables
listed in Appendices A and B, in "as is condition," complete with manuals and
standard attachments and equipment, delivery and acceptance of which is hereby
acknowledged by the mortgagor as of the date first above stated.
The total time price for the Appendix A property is $32,309.00, of which
nothing is payable on delivery, leaving a deferred balance of $32,309.00,
payable in 36 monthly installments of $897.47 on the same day of each
successive month, and commencing on August 1, 1996. The final installment
payable hereunder shall equal the amount of the deferred balance remaining
due. The total time price of the Appendix B property shall not exceed $2,610,
of which nothing is payable on delivery. If mortgagor places any Appendix B
property into service during the period of this mortgage, the fair market
value of such item shall be added to the final installment payable for the
Appendix A property. If no Appendix B property is placed in service during
the term of this mortgage, mortgagor shall own such property free and clear
without further payment. Interest is due on installments after maturity at the
highest lawful contract rate, and if this mortgage be placed with an attorney
for collection, 25% of the amount due hereunder shall be paid by the mortgagor
as attorney's fees, or if prohibited, the amount permitted by law.
1. Grant. To secure payment of the purchase price, the mortgagor
grants, bargains, sells, and mortgages to the mortgagee, the above property
described on Appendices A and B, to have and to hold unto the mortgagee, its
representatives, successors, and assigns forever.
2. Defeasance. Provided always that if the mortgagor shall perform all
agreements and covenants herein, then this instrument shall be void, otherwise
to remain in full force and effect.
3. Assignment. No transfer, renewal, extension, or assignment of this
mortgage, or any interest hereunder, or loss, injury, or destruction of the
property shall release the mortgagor from its obligations hereunder; the
assignee shall be entitled to all the rights of the mortgagee.
4. Acceleration. In the event the mortgagor defaults on any payment or
fails to comply with any condition of this mortgage or a proceeding in
bankruptcy, receivership, or insolvency be instituted against the mortgagor or
its property, the full amount shall be immediately due and payable.
The mortgagee's acceptance, after the full amount may have become
immediately due and payable as hereinbefore provided, of any installment or
payment shall not be deemed to alter or affect the mortgagor's obligations
and/or the mortgagee's rights hereunder with respect to any subsequent
payments or default therein.
5. Possession. The property may remain in possession of the mortgagor
as long as the conditions of this mortgage are fulfilled and shall remain
strictly personal property.
6. Exclusion of Warranties. There are no warranties, expressed or
implied, representations, promises, or statements in connection with the sale
of the property listed in Appendices A and B, except as set forth in
manufacturer's warranty applying to equipment covered by this mortgage.
7. Taxes, Use, Transfer, Insurance. The mortgagor shall keep said
property free of all taxes, liens, and encumbrances; shall not use the same
illegally or improperly; shall not transfer any interest in this mortgage or
said property, except as set forth below; and shall not remove the same from
the premises stated (except that such property may be moved pursuant to a
general transfer of operations from the current premises to another location)
without the permission of the holder of this chattel mortgage. The mortgagor
shall keep the property insured against loss by fire to properly protect all
interests therein. The proceeds of any insurance, whether paid by reason of
loss, injury, return premium, or otherwise, shall be applied toward the
replacement of the property or payment of this obligation at the option of the
mortgagee. The mortgagor may sell any item of the property not necessary to
the conduct of its operations (as determined by the mortgagor), provided it
shall receive not less than the sales price therefor set forth in Appendix A
or B, and provided further that the proceeds of such sale up to such sales
price be added to the next monthly installment due to the mortgagee.
8. Repossession, Right of Entry, Sale, Application of Proceeds. If the
mortgagor defaults in complying with the terms hereof, and fails to cure such
default within 30 days of receiving written notice thereof from the mortgagee,
the mortgagee may take possession of said property without further demand,
including any equipment or accessories thereto, possession by the mortgagor
after such expired grace period being unlawful; and for this purpose the
mortgagee may enter upon the premises where said property may be and remove
same. The mortgagee may resell said property, so retaken, at public or
private sale, without demand for performance, with or without notice to the
mortgagor (if given, notice by mail to the address given above being
sufficient) with or without having such property at the place of sale, and
upon such terms and in such manner as the mortgagee may determine; the
mortgagee may bid at any public sale. For the proceeds of any such sale, the
mortgagee shall deduct all expenses for retaking, repairing, and selling such
property, including a reasonable attorney's fee. The balance thereof shall be
applied to the deferred balance due; any surplus shall be paid over to the
mortgagor; in case of deficiency the mortgagor shall pay the same with
interest.
9. Waiver. The mortgagor hereby waives the right to remove any legal
action from the court originally acquiring jurisdiction.
IN WITNESS WHEREOF, the undersigned have given their hand and seal this
day of April, 1996.
Mortgagor Mortgagee
Ixion Biotechnology, Inc. Xxxx Therapeutic, Inc.
By By
Xxxxxx X. Xxxxxx, Chairman Xxxxxxx X. Xxxxxxx,
President
