Exhibit 10.28
PROMISSORY NOTE
$ 16,568.00 Watertown, Massachusetts
January 2, 2002
FOR VALUE RECEIVED the undersigned, Frederick Driscoll (the
"Borrower"), promises to pay to the order of OXiGENE, Inc., a Delaware
corporation ("OXiGENE") on January 2, 2003 (the "Maturity Date") or such earlier
date as set forth in the Agreement (defined below), the principal sum of
Sixteen-Thousand and Five Hundred and Sixty Eight Dollars ($ 16,568.00) with
interest thereon from the date hereof until paid at the rate of ten percent
(10%) per annum, both principal and interest being negotiable and payable,
without offset, at the offices of OXiGENE, Inc., 321 Arsenal Street, Watertown,
Massachusetts 02472, Attention: Frederick Driscoll, or at such other place as
the holder may designate in writing.
This Promissory Note is secured by OXiGENE stock certificate no. OX 3049
representing 40,000 shares of restricted common stock of, par value $0.01 per
share ("Pledged Collateral"), granted by OXiGENE to Borrower pursuant to a
restricted stock agreement of even date herewith (the "Agreement"), the terms of
which are incorporated herein by reference.
To the fullest extent permitted by law, Borrower (i) waives presentment,
protest and notice of dishonor; (ii) waives the benefit of any exemption as to
the debt evidenced by this Purchase Note; (iii) waives any right which the
Borrower may have to require the holder to proceed against any other person or
assets; (iv) agrees that, without notice, and without affecting the Borrower's
liability, the holder may, at any time or times, grant extensions of time for
payment, permit the renewal of this Purchase Note and add or release a party;
(v) agrees that any action to collect this Purchase Note or any part hereof may
be instituted and maintained in a court having appropriate jurisdiction and
located in the City of Watertown, Massachusetts, and, in this regard, the
Borrower waives forum nonconveniens or any assertion that such jurisdiction is
improper; and (vi) agrees to pay all collection expenses including reasonable
attorney's fees and court costs incurred in the collection of this Purchase Note
or any part hereof.
Notwithstanding anything contained in this Promissory Note or the Agreement
to the contrary, the Borrower shall have no personal liability for the payment
of any sums due under this Promissory Note or the Agreement, it being the
intention of the parties that OXiGENE or any subsequent holder hereof shall look
solely to the Pledged Collateral for the payment of such sums; provided however
that the foregoing exculpation from personal liability shall not (i) impair the
validity of security interests granted in the Agreement or (ii) preclude an
action for specific performance or injunctive relief or prohibit OXiGENE or the
holder hereof from naming the Borrower in any action to enforce remedies
hereunder or under the Agreement (other than an action seeking a personal money
judgment).
/s/ Frederick W. Driscoll
-------------------------
Frederick W. Driscoll
Address:
--------------------------
PROMISSORY NOTE
$ 16,568.00 Watertown, Massachusetts
January 2, 2002
FOR VALUE RECEIVED the undersigned, Frederick Driscoll (the "Borrower"),
promises to pay to the order of OXiGENE, Inc., a Delaware corporation
("OXiGENE") on January 2, 2004 (the "Maturity Date") or such earlier date as set
forth in the Agreement (defined below), the principal sum of Sixteen-Thousand
and Five Hundred and Sixty Eight Dollars ($ 16,568.00) with interest thereon
from the date hereof until paid at the rate of ten percent (10%) per annum, both
principal and interest being negotiable and payable, without offset, at the
offices of OXiGENE, Inc., 321 Arsenal Street, Watertown, Massachusetts 02472,
Attention: Frederick Driscoll, or at such other place as the holder may
designate in writing.
This Promissory Note is secured by OXiGENE stock certificate no. OX 3049
representing 40,000 shares of restricted common stock of, par value $0.01 per
share ("Pledged Collateral"), granted by OXiGENE to Borrower pursuant to a
restricted stock agreement of even date herewith (the "Agreement"), the terms of
which are incorporated herein by reference.
To the fullest extent permitted by law, Borrower (i) waives presentment,
protest and notice of dishonor; (ii) waives the benefit of any exemption as to
the debt evidenced by this Purchase Note; (iii) waives any right which the
Borrower may have to require the holder to proceed against any other person or
assets; (iv) agrees that, without notice, and without affecting the Borrower's
liability, the holder may, at any time or times, grant extensions of time for
payment, permit the renewal of this Purchase Note and add or release a party;
(v) agrees that any action to collect this Purchase Note or any part hereof may
be instituted and maintained in a court having appropriate jurisdiction and
located in the City of Watertown, Massachusetts, and, in this regard, the
Borrower waives forum nonconveniens or any assertion that such jurisdiction is
improper; and (vi) agrees to pay all collection expenses including reasonable
attorney's fees and court costs incurred in the collection of this Purchase Note
or any part hereof.
Notwithstanding anything contained in this Promissory Note or the Agreement
to the contrary, the Borrower shall have no personal liability for the payment
of any sums due under this Promissory Note or the Agreement, it being the
intention of the parties that OXiGENE or any subsequent holder hereof shall look
solely to the Pledged Collateral for the payment of such sums; provided however
that the foregoing exculpation from personal liability shall not (i) impair the
validity of security interests granted in the Agreement or (ii) preclude an
action for specific performance or injunctive relief or prohibit OXiGENE or the
holder hereof from naming the Borrower in any action to enforce remedies
hereunder or under the Agreement (other than an action seeking a personal money
judgment).
/s/ Frederick W. Driscoll
-------------------------
Frederick W. Driscoll
Address:
-------------------------
PROMISSORY NOTE
$ 16,568.00 Watertown, Massachusetts
January 2, 2002
FOR VALUE RECEIVED the undersigned, Frederick Driscoll (the "Borrower"),
promises to pay to the order of OXiGENE, Inc., a Delaware corporation
("OXiGENE") on January 2, 2005 (the "Maturity Date") or such earlier date as set
forth in the Agreement (defined below), the principal sum of Sixteen-Thousand
and Five Hundred and Sixty Eight Dollars ($ 16,568.00) with interest thereon
from the date hereof until paid at the rate of ten percent (10%) per annum, both
principal and interest being negotiable and payable, without offset, at the
offices of OXiGENE, Inc., 321 Arsenal Street, Watertown, Massachusetts 02472,
Attention: Frederick Driscoll, or at such other place as the holder may
designate in writing.
This Promissory Note is secured by OXiGENE stock certificate no. OX 3049
representing 40,000 shares of restricted common stock of, par value $0.01 per
share ("Pledged Collateral"), granted by OXiGENE to Borrower pursuant to a
restricted stock agreement of even date herewith (the "Agreement"), the terms of
which are incorporated herein by reference.
To the fullest extent permitted by law, Borrower (i) waives presentment,
protest and notice of dishonor; (ii) waives the benefit of any exemption as to
the debt evidenced by this Purchase Note; (iii) waives any right which the
Borrower may have to require the holder to proceed against any other person or
assets; (iv) agrees that, without notice, and without affecting the Borrower's
liability, the holder may, at any time or times, grant extensions of time for
payment, permit the renewal of this Purchase Note and add or release a party;
(v) agrees that any action to collect this Purchase Note or any part hereof may
be instituted and maintained in a court having appropriate jurisdiction and
located in the City of Watertown, Massachusetts, and, in this regard, the
Borrower waives forum nonconveniens or any assertion that such jurisdiction is
improper; and (vi) agrees to pay all collection expenses including reasonable
attorney's fees and court costs incurred in the collection of this Purchase Note
or any part hereof.
Notwithstanding anything contained in this Promissory Note or the Agreement
to the contrary, the Borrower shall have no personal liability for the payment
of any sums due under this Promissory Note or the Agreement, it being the
intention of the parties that OXiGENE or any subsequent holder hereof shall look
solely to the Pledged Collateral for the payment of such sums; provided however
that the foregoing exculpation from personal liability shall not (i) impair the
validity of security interests granted in the Agreement or (ii) preclude an
action for specific performance or injunctive relief or prohibit OXiGENE or the
holder hereof from naming the Borrower in any action to enforce remedies
hereunder or under the Agreement (other than an action seeking a personal money
judgment).
/s/ Frederick W. Driscoll
-------------------------
Frederick W. Driscoll
Address:
-------------------------