EXHIBIT 10.2
TERM NOTE
$7,500,000.00 March 12, 2003
FOR VALUE RECEIVED, the undersigned, ARIAD PHARMACEUTICALS, INC., a
Delaware corporation, ARIAD CORPORATION, a Delaware corporation, and ARIAD GENE
THERAPEUTICS, INC., a Delaware corporation (hereinafter sometimes referred to
collectively as the "BORROWERS and each singly as a BORROWER"), HEREBY
UNCONDITIONALLY PROMISES TO PAY TO THE ORDER OF CITIZENS BANK OF MASSACHUSETTS,
a Massachusetts bank (the "LENDER") at the office of the Lender, located at 00
Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or such other place as the holder
hereof may specify in writing), in lawful money of the United States of America
and in immediately available funds, the principal amount of SEVEN MILLION FIVE
HUNDRED THOUSAND AND 00/100 DOLLARS ($7,500,000.00) (the "LOAN"). The Borrowers
jointly and severally agree to pay the principal amount of the Loan in the
amounts and on the dates specified in subsection 2.5 of the Credit Agreement,
dated of even date herewith (as the same may be amended, modified, supplemented,
extended or restated from time to time, the "CREDIT AGREEMENT") by and between
the Lender and the Borrowers. The Borrowers further agree to pay interest on the
unpaid principal balance of the Loan from time to time outstanding from the
Closing Date until paid, at the rates and at the times provided in the Credit
Agreement.
This Note is issued pursuant to the Credit Agreement, and the holder
hereof is entitled to, and shall have, all of the benefits of the Credit
Agreement, and all other agreements, instruments, guarantees and other documents
executed and delivered in connection therewith and herewith. All capitalized
terms not defined herein but defined in the Credit Agreement shall have the
meanings given to such terms in the Credit Agreement.
This Note is secured as provided in the Security Documents. Reference
is hereby made to the Security Documents for a description of the properties and
assets in which a security interest has been granted, the nature and extent of
the security, the terms and conditions upon which the security interests were
granted and the rights of the holder of this Note in respect thereof.
Upon the occurrence and during the continuance of any one or more of
the Events of Default, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable, all as provided
in the Credit Agreement.
All parties now and hereafter liable with respect to this Note, whether
maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.
This Note shall be binding upon the Borrowers and their successors and
assigns, and shall inure to the benefit of the Lender and its successors,
assigns, endorsees and transferees.
All of the obligations and liabilities of the Borrowers under the Note
are joint and several.
EACH BORROWER AND THE LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A
TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
NOTE, ANY OF THE OTHER FINANCING DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED
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EXHIBIT 10.2
HEREIN OR THEREIN, INCLUDING CONTRACT CLAIMS, XXXX CLAIMS, BREACH OF DUTY CLAIMS
AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.
This Note and the other Financing Documents are executed and delivered
under seal and shall be construed in accordance with and governed by the laws of
The Commonwealth of Massachusetts, without giving effect to the conflict of law
provisions thereof. Each Borrower submits itself to the non-exclusive
jurisdiction of the Courts of The Commonwealth of Massachusetts for all purposes
with respect to the Financing Documents and such Xxxxxxxx's relationship with
the Lender.
IN WITNESS WHEREOF, the undersigned has executed this Note under its
seal as of the date first written above.
WITNESS TO ALL: ARIAD PHARMACEUTICALS, INC.
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------- -------------------------------------
Name: Xxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
ARIAD CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Title: Chief Financial Officer
ARIAD GENE THERAPEUTICS, INC.
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx, M.D.
Title: Chief Executive Officer
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EXHIBIT 10.2
STATE OF NEW YORK
COUNTY OF NEW YORK, ss.
On this 12th day of March, 2003, appeared before me the above-named
Xxxxxx X. Xxxxxxxxxx, Chief Financial Officer of ARIAD Pharmaceuticals, Inc.,
who proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument, and acknowledged the
foregoing instrument to be his free act and deed and the free act and deed of
ARIAD Pharmaceuticals, Inc.
/s/ Xxxxxx Xxxxxx
----------------------------------------
Notary Public
My Commission Expires: May 7, 2006
STATE OF NEW YORK
COUNTY OF NEW YORK, ss.
On this 12th day of March, 2003, appeared before me the above-named
Xxxxxx X. Xxxxxxxxxx, Chief Financial Officer of ARIAD Corporation, who proved
to me on the basis of satisfactory evidence to be the individual whose name is
subscribed to the within instrument, and acknowledged the foregoing instrument
to be his free act and deed and the free act and deed of ARIAD Corporation.
/s/ Xxxxxx Xxxxxx
----------------------------------------
Notary Public
My Commission Expires: May 7, 2006
STATE OF NEW YORK
COUNTY OF NEW YORK, ss.
On this 12th day of March, 2003, appeared before me the above-named
Xxxxxx X. Xxxxxx, M.D., Chief Executive Officer of ARIAD Gene Therapeutics,
Inc., who proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument, and acknowledged
the foregoing instrument to be his free act and deed and the free act and deed
of ARIAD Gene Therapeutics, Inc..
/s/ Xxxxxx Xxxxxx
----------------------------------------
Notary Public
My Commission Expires: May 7, 2006
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