Exhibit 10.19
AyurCore, Inc.
PROMISSORY NOTE
January 29, 1996
FOR VALUE RECEIVED, AyurCore, Inc., a Delaware corporation
("Borrower"), promises to pay Irwin Rosenthal, ("Lender") the principal amount
of $25,000, together with interest on the unpaid balance thereof from the date
of this Promissory Note to the date such balance is paid, at the prime rate
shown in the Western Edition of the Wall Street Journal, plus 2% per annum.
Interest shall be due and payable on June 30 and December 31, of each year.
Principal shall be due on demand commencing one year from the date hereof;
provided, however, that if, after the date of this Promissory Note, Borrower
shall concluded a debt or equity financing, of $500,00 or more, the unpaid
principal and accrued interest hereunder shall be payable on the fifth business
day after the closing of such financing.
If any one or more of the following events ("Events of Default") shall occur:
a. Borrower shall fail to pay any amount under this Promissory Note when
the same shall become due and payable, whether at maturity or by
acceleration or otherwise; or
b. (i) the Borrower shall commence any action (A) under any law relating
to bankruptcy, insolvency, reorganization or relief of debtors, seeking to
have an order for relief entered with respect to the Borrower or its debts
or (B) seeking appointment of custodian, receiver or similar office for the
Borrower or any substantial part o its property; or (ii) any action of a
nature referred to above shall commenced against the Borrower and results
in an order for relief or is not dismissed, discharged or fully bonded
within 30 day; or (iii) there shall be commenced against the Borrower any
action seeking attachment, execution or similar process against any
substantial part of the Borrower's property, which action is not within 30
days discharged or stayed or fully bonded; or (iv) the Borrower shall, by
act or omission, indicate its consent to or acquiescence in any of the
foregoing, without regard to the grace periods set forth above; or (v) the
Borrower shall be unable, or admit in writing inability, to pay the
Borrower's debts as they become due; or (vi) the Borrower shall transfer or
conceal its property within intent to hinder, delay or defraud any
creditors or to benefit any class of creditors or creditors generally or
shall suffer for 30 days or longer while insolvent any lien on the
Borrower's property resulting from judicial proceedings; or
c. the dissolution or other winding up of the Borrower; then, in such
event and at any time thereafter, if such event shall then be continuing,
Lender may, at its option upon written notice to Borrower, declare this
Promissory Note to be due and payable, whereupon (or without the necessity
for such notice in the case of any event described in clause (i) or (ii) of
paragraph (b) above, the entire balance of this Promissory Note shall
forthwith become and be due and payable.
Except as otherwise hereinabove expressly provided, Borrower hereby waives
diligence, demand, protest, presentment and all notices (whether of nonpayment,
dishonor, protest, acceleration or otherwise) and consents to acceleration of
the time of payment and to surrender, substitution or any other action or
inaction with respect to security and to forbearance and to other indulgence,
all without notice. Failure of Lender to assert any right herein shall not be
deemed a waiver thereof.
The Borrower shall have the right, at any time, to prepay without penalty
all of this Promissory Note together with accrued interest thereon.
Lender shall not assign its rights hereunder without the prior written
consent of Borrower.
This Promissory Note shall be governed by and construed in accordance with
the laws of the State of New York applicable to contracts made and to be
performed wholly within such State.
IN WITNESS WHEREOF, the Borrower has signed this Promissory Note as of the
date first written above.
AyurCore, Inc.
By: /s/ Andrew Ganes
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Authorized Signature
May 26, 1998
Deepa Chitre
Chief Executive Officer
AyurCore, Inc.
1737 N. First Street, Suite 290
San Jose, California 95112
Dear Mrs. Chitre:
Reference is hereby made to that certain Promissory Note, dated as of
January 29, 1996, made by AyurCore, Inc. ("AyurCore") in favor of Irwin M.
Rosenthal (the "Note"). In order to facilitate AyurCore's contemplated initial
public offering (the "Offering"), the undersigned hereby agrees that no
payments shall be due or payable under the Note prior to the first
anniversary of the consummation of the Offering; provided, however, that this
agreement shall be of no further force or effect if the Offering shall not be
consummated by August 1, 1998.
/s/Irwin M. Rosenthal
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Irwin M. Rosenthal