Amendment
This Amendment to Secured Promissory Note dated December 31, 1996 by
Connective Therapeutics, Inc. (now known as Connectics Corporation, the "Maker")
in favor of SmithKline Xxxxxxx Corporation ("Payee") (the "Note") is entered
into this 13th day of November, 1997. The parties hereto intending to be legally
bound hereby agree as follows:
1. Section 2 of the Note is hereby amended in its entirety to
read as follows:
Maker promises to make payments of principal under this Note
on the following dates (each a "Payment Date"):
April 1, 1998 $1,000,000
October 1, 1998 $1,500,000
January 4, 1999 $3,500,000
January 7, 1999 $5,000,000
On April 1, 1998 in addition to the payment of principal set
forth above, the Maker shall pay interest on all principal amounts
outstanding under the Note for the period from January 1, 1998 through
March 31, 1998 at the Interest Rate (as defined below), calculated on
the basis of actual days and a 360-day year. On each subsequent Payment
Date in addition to the payment of principal set forth above for such
Payment Date, the Maker shall pay the Payee interest on all principal
amounts outstanding under the Note for the period from the immediately
prior Payment Date through the day preceding the current Payment Date
calculated on the basis of actual days and a 360-day year. The
"Interest Rate" shall be equal to sum of (a) the prime rate as publicly
announced by Citibank NA from time to time plus 2%.
2. The second sentence of Section 5 of the Note is amended in its
entirety to read as follows:
Any prepayments shall be applied first to any accrued by
unpaid interest and thereafter to reduce the next principal payment due.
3. Any defined terms used herein and not otherwise defined in
this Amendment shall have the meanings set forth in the Note.
IN WITNESS WHEREOF, the parties have duly caused this Amendment to be
executed as this 13th day of November, 1997.
CONNECTICS CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
SMITHKLINE XXXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Secretary
The undersigned hereby consent to the foregoing amendment to the terms of the
Note and acknowledges that such amendment shall not constitute a breach or event
of default under the terms of the Loan and Security Agreement dated as of July
18, 1995 or the Loan and Security Agreement dated as of December 21, 1995
between the Maker and each of Silicon Valley Bank and MMC/GATX Partnership No.
1.
Silicon Valley Bank MMC/GATX Partnership No.
By: By:
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Title: Title:
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Date: Date:
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