SECURED PROMISSORY NOTE AND AGREEMENT ("Note and Agreement")Note and Agreement • October 9th, 2001 • Applera Corp • Laboratory analytical instruments • New York
FOR VALUE RECEIVED, Axys Pharmaceuticals, Inc., a Delaware corporation ("Borrower"), hereby promises to pay to the order of PE Corporation (NY), a New York corporation ("Lender"), the principal sum of THIRTEEN MILLION DOLLARS ($13,000,000) or such lesser amount as shall equal the outstanding principal amount of all sums advanced to Borrower hereunder and to pay interest on the outstanding balance of said sum at a rate equal to the Prime Rate (as defined below) plus one percent (1%) per annum. All then outstanding principal and accrued interest hereunder shall be due and payable in full upon the earliest of (a) a sale of all or substantially all of the assets of the Borrower (determined on a consolidated basis) to any person or entity (other than Lender or an affiliate of Lender); (b) a Change in Control (as defined below); (c) the closing of any public or private offering of capital stock or debt securities of Borrower or any other equity or debt financing that yields net proceeds to B
PLEDGE AGREEMENTPledge Agreement • October 9th, 2001 • Applera Corp • Laboratory analytical instruments • New York
PLEDGE AGREEMENT, dated as of October 8, 2001 between Axys Pharmaceuticals, Inc., a Delaware corporation (the "Pledgor") and PE Corporation (NY), a New York corporation (the "Secured Party").
