COMMERCIAL PROMISSORY NOTE (Secured, Variable Rate)Salix Pharmaceuticals LTD • November 14th, 2002 • Pharmaceutical preparations • North Carolina
FOR VALUE RECEIVED, SALIX PHARMACEUTICALS, LTD., a Delaware corporation and SALIX PHARMACEUTICALS, INC., a California corporation, jointly and severally ( collectively, “Borrower”) promise to pay to RBC CENTURA BANK (“Lender”), or order, the sum of SEVEN MILLION AND NO/100 DOLLARS ($7,000,000.00), or so much thereof as shall have been disbursed from time to time and remains unpaid, together with interest at the rate and payable in the manner hereinafter stated. Principal and interest shall be payable at any banking office of Lender in the city or town indicated above, or such other place as the holder of this Note may designate.
DATED JULY 15, 2002 DR. FALK PHARMA GmbH -and- SALIX PHARMACEUTICALS, INC. LICENSE AGREEMENTLicense Agreement • November 14th, 2002 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • New York
WHEREAS Falk has developed and owns rights in a pharmaceutical product and has agreed to grant Salix an exclusive license in respect of such product for its development use and exploitation in the USA and Canada upon the terms of this Agreement.
NEGATIVE PLEDGE AGREEMENTNegative Pledge Agreement • November 14th, 2002 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • North Carolina
THIS NEGATIVE PLEDGE AGREEMENT (“Agreement”) is entered into, as of September 30, 2002, by and between RBC CENTURA BANK (“Bank”), with a mailing address of 3201 Beechleaf Court, Suite 100, Raleigh, North Carolina 27604-1051, and SALIX PHARMACEUTICALS, LTD., a Delaware corporation and SALIX PHARMACEUTICALS, INC. a California corporation, jointly and severally (collectively, “Borrower”), with a mailing address of 8540 Colonnade Center Drive, Suite 501, Raleigh, North Carolina, 27615.
RECITALSLoan and Security Agreement • November 14th, 2002 • Salix Pharmaceuticals LTD • Pharmaceutical preparations • North Carolina
The undersigned represents and warrants that the foregoing is true, complete and correct, and that the information reflected in this Borrowing Base Certificate complies with the representations and warranties set forth in the Loan and Security Agreement between the undersigned and RBC Centura Bank.
