Exhibit 10.5
SECURED NOTE
$70,000.00 July 30, 1999
FOR VALUE RECEIVED, the undersigned, Unigene Laboratories, Inc., a
Delaware corporation (the "Company"), promises to pay to the order of Jay Levy,
or the holder hereof (the "Holder"), on January 13, 2002 (the "Maturity Date"),
the principal sum of Seventy Thousand Dollars ($70,000.00), or, if less, the
unpaid principal amount outstanding at such time, in either case together with
all accrued and unpaid interest thereon.
7. Security
The due and punctual payment by the Company of all amounts due
hereunder is secured by that certain Mortgage, dated July 13, 1999 and
subsequently amended, issued by the Company to Jay Levy (the "Mortgage") and
that certain Amended and Restated Security Agreement, dated July 13, 1999 and
subsequently amended, between the Company, Jay Levy, Warren P. Levy and Ronald
S. Levy (the "Security Agreement").
8. Interest
(a) The Company promises to pay to the Holder interest on the
unpaid principal amount hereof from the date hereof at a rate of six percent (6
%) per year, compounded monthly.
(b) Interest on this Note shall be computed on the basis of a
365-day year.
9. Payments
(a) Commencing October 13, 1999, and on the 13th day of each month
thereafter through and including the Maturity Date, the Company shall pay to the
Holder the lesser of (i) $2,704.95 and (ii) the outstanding principal amount
hereof plus all accrued and unpaid interest hereon.
(b) This Note may be prepaid by the Company, in whole or in part,
at any time and from time to time without premium or penalty. All prepayments
shall be credited first to accrued and unpaid interest and then to principal.
(c) All payments by the Company hereunder shall be made by check
not later than 5:00 p.m. Eastern time on the day when due. Whenever any payment
to be made pursuant to this Note shall be stated to be due on a public holiday,
Saturday or Sunday, such payment may be made on the next succeeding business
day. Such extension of time shall not be included in computing interest in
connection with such payment.
10. Events of Default
(a) An "Event of Default" shall exist if any of the following
occurs and is continuing:
(i) the Company fails to make any payment on this Note when
such payment is due and such default shall continue for more than ten (10)
business days;
(ii) the Company fails to comply with or breaches any material
provision of the Mortgage or the Security Agreement and such failure or breach
continues for more than thirty (30) days after the Holder has given written
notice of such failure to the Company; or
(iii) a receiver, custodian, liquidator or trustee of the
Company, or of any of the property of the Company or any of its material
subsidiaries, is appointed by court order; or the Company or any of its material
subsidiaries is adjudicated bankrupt or insolvent; or any of the property of the
Company or any of its material subsidiaries is sequestered by court order; or a
petition to reorganize the Company or any of its material subsidiaries under any
bankruptcy, reorganization or insolvency law is filed against the Company or any
of its material subsidiaries and is not dismissed within sixty (60) days after
such filing; or the Company or any of its material subsidiaries files a
voluntary bankruptcy petition or requesting reorganization or arrangement under
any provision of any bankruptcy, reorganization or insolvency law, or consents
to the filing of any petition against it under any such law; or the Company or
any of its material subsidiaries makes a general assignment for the benefit of
its creditors, or admits in writing its inability to pay its debts generally as
they become due, or consents to the appointment of a receiver, trustee or
liquidator of the Company or any of its material subsidiaries or of all or any
part of the property of the Company or any of its material subsidiaries.
(b) If an Event of Default occurs under Section 4(a)(i), then this
Note shall accrue additional interest on all unpaid amounts of principal and
interest from the date of the Event of Default at a rate equal to the lesser of
(i) eleven percent (11%) per annum or (ii) the highest amount allowable by law.
(c) If an Event of Default exists, then the Holder may exercise
any right, power or remedy conferred upon it by law, and shall have the right to
declare by written notice the entire principal and all interest accrued on this
Note to be, and such Note shall thereupon become, forthwith due and payable and
the Company shall immediately pay to the Holder of this Note the entire unpaid
principal and interest accrued on this Note.
(d) In the case of an Event of Default, the Company, to the extent
permitted by law, waives presentment, demand, notice, protest and all other
demands or notices in connection with the enforcement of this Note.
11. Miscellaneous.
(a) No delay or omission by the Holder hereof in exercising any
right or remedy hereunder shall constitute a waiver of any such right or remedy.
A waiver on one occasion shall not operate as a bar to or waiver of any such
right or remedy on any future occasion.
(b) The Company shall pay all reasonable costs and expenses of
collection, including attorney's fees, incurred or paid by the Holder hereof in
enforcing this Note and the obligations evidenced hereby.
(c) This Note may be amended only by written agreement of the
Company and the Holder hereof.
(d) This Note shall be governed by the laws of the State of New
Jersey without regard to its choice of law provisions.
(e) In the event that the Holder notifies the Company that this
Note has been mutilated, lost, stolen or destroyed, the Company will issue a
replacement Note identical in all respects to the original Note (except for
registration number and the then outstanding principal amount, if different than
that shown on the original Note), provided that the Holder surrenders for
cancellation its Note certificate in the case of a mutilated certificate or
provides evidence of lost, theft or destruction and indemnity reasonably
satisfactory to the Company in the case of a lost, stolen or destroyed
certificate .
(f) The Holder may mortgage, encumber, transfer or assign any of
its rights or interest in and to this Note or any part hereof and, without
limitation, each assignee, transferee and mortgagee (which may include any
affiliate of the Holder) shall have the right to so mortgage, encumber, transfer
or assign its interest. The Company may not assign its obligations hereunder
without the prior written consent of the Holder, except that without the prior
written consent of the Holder, but after notice duly given, the Company may
assign its obligations hereunder to any successor-in-interest corporation in the
event of a merger or consolidation of the Company with or into another
corporation, or the sale of all or substantially all of the Company's assets.
The Note shall in all cases be binding on the Company and its successors and
assigns and inure to the benefit of the Holder and its successors and assigns.
IN WITNESS WHEREOF, the Company has caused this Note to be executed and
delivered as of the day and year first written above.
UNIGENE LABORATORIES, INC.
By:
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Title:
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[Corporate Seal]