Exhibit 10.2
------------
SECURED TERM NOTE
$4,694,804.11 June 14, 2002
Boston, Massachusetts
For value received, the undersigned, promises to pay to Boston Private Bank
& Trust Company, a Massachusetts trust company ("Bank"), or order, at its office
at Ten Post Office Square, Boston, Massachusetts 02109, or at such other place
as may be designated in writing by the Bank, the principal sum of Four Million
Six Hundred Ninety-Four Thousand Eight Hundred Four and 11/100ths
($4,694,804.11) Dollars, together with interest thereon in twenty (20)
consecutive quarterly installments of principal, as follows: $234,740.20 on
September 1, 2002 and the same amount (except the last installment which shall
be the unpaid balance, together with interest thereon) on the first day of each
December, March, June and September thereafter until this Note is fully paid.
Interest on unpaid balances shall be payable monthly in arrears on the first day
of each calendar month, commencing on the first day of the first month following
funding of the loan evidenced hereby, at a fluctuating interest rate per annum
equal to the Bank's Base Rate in effect from time to time minus one-half of one
(.5%) percent. "Base Rate " shall mean the rate of interest announced by the
Bank, from time to time as its "Base Rate", it being understood that such rate
is a reference rate and not necessarily the lowest rate of interest charged by
Bank. The rate of interest payable by the Borrower shall be changed effective as
of that day on which a change in the Base Rate becomes effective. Interest shall
be computed on the basis of a 360!day year, for the actual number of days
elapsed. If this Note is not paid in full on the date of maturity or upon the
exercise by the Bank of its rights in the event of an Event of Default under the
Loan Agreement (as defined below), interest on unpaid balances shall thereafter
be payable at a variable interest rate per annum equal to four (4%) percent
above the applicable rate. If any payment or installment to be made hereunder,
whether interest, principal or both, shall not be paid within ten (10) days of
the date when due, then, in addition to interest and without limiting the Bank's
rights by reason of such default, there shall be paid, upon demand, a late
charge equal to five (5%) percent of any such payment or installment.
At the option of the Bank, this Note shall become immediately due and
payable without demand upon the occurrence at any time of (i) the failure to pay
in full and within ten (10) days of the date when due any installment of
principal or interest hereunder; or (ii) the occurrence and continuance of an
Event of Default under the Loan Agreement between the undersigned and the Bank
of even date (the "Loan Agreement").
This Note may be prepaid, in whole or in part, without premium or penalty.
Any partial prepayment(s) shall be applied in the inverse order of maturity.
Any and all deposits or other sums at any time or times credited by or due
from the Bank to, and all securities or other property in possession of the
Bank, for safekeeping or otherwise and belonging to, any maker, endorser, or
guarantor of this Note, are and shall be subject to a security interest in favor
of the Bank to secure payment of this Note and the payment and performance of
any and all other liabilities and obligations, direct or indirect, absolute or
contingent, due or to become due or that may hereafter be contracted, of said
respective maker, endorser or guarantor to the Bank. During the continuance of
any of the foregoing Events of Default specified above or upon non-payment of
this Note or any of such liabilities or obligations whenever due, and at any
time or times thereafter, without any notice, except to the extent as notice may
be required by applicable law, the Bank may sell or dispose of any or all such
securities or other property and may exercise any and all of the rights accorded
the Bank by the Massachusetts Uniform Commercial Code. Upon the occurrence and
during the continuance of any of the foregoing events of default, the Bank may
apply or set off such deposits or other
sums. The provisions of this paragraph are cumulative to, and non-exclusive of,
any other rights that the Bank has with respect to such deposits, sums,
securities or other property under other agreements or applicable principles of
laws. The Bank shall have no duty to take steps to preserve rights against prior
parties as to such securities or other property.
The undersigned agrees to pay all costs of collection including reasonable
fees of attorneys.
No delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right or of any other right of such
Bank, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. Every
one of the undersigned and every indorser or guarantor of this Note regardless
of the time, order or place of signing waives presentment, demand, protest and
notices of every kind (except as required by law) and assents to any one or more
extensions or postponements of the time of payment or any other indulgences, to
any substitutions, exchanges or releases of collateral if at any time there be
available to the Bank collateral for this Note, and to the additions or releases
of any other parties or persons primarily or secondarily liable.
All rights and obligations hereunder shall be governed by the law of the
Commonwealth of Massachusetts and this Note shall be deemed to be under seal.
WITNESS: CURIS, INC.
/s/ Brian T. Garrity _______________ By: /s/ Daniel R. Passeri _________________
Brian T. Garrity Daniel R. Passeri, President and
Chief Executive Officer
================================================================================
THIS NOTE IS SECURED PURSUANT TO A SECURITY AGREEMENT (PLEDGED COLLATERAL) OF
EVEN DATE.
================================================================================