Promissory Note - VaxGen Inc. and Robert C. Nowinski
PROMISSORY NOTE
$892,703 December 20, 2000
Seattle, Washington
For value received, the undersigned Borrower hereby promises to pay to VaxGen,
Inc., a Delaware corporation, (the "Company") the principal sum of Six Hundred
Fifty One Thousand Two Hundred and Fifty Five Dollars ($651,255), together with
interest on that amount, upon the covenants, terms and conditions provided in
this promissory note (the "Note"). Capitalized terms not otherwise defined
herein shall have the same meanings set forth in the Loan Agreement.
1. Interest. The obligations under this Note shall bear interest at the rate of
six percent (6%) per annum, compounded semi-annually. Provided, however, that
following and during the continuance of any default, the obligations shall bear
an interest at a rate of twelve percent (12%) per annum, compounded
semi-annually.
2. Due Date. The entire principal balance of this Note, together with all
accrued and unpaid interest and other amounts which may become due hereunder
shall be due and payable on June 19, 2001 ("Due Date"), provided, however,
Company has the option to extend the Due Date for a period of six (6) months
(the "Option Period"). Interest on the Note during the Option Period will be at
same interest as stated herein.
3. Place of Payment. Payment shall be made to Company at 1000 Marina Blvd.,
Suite 200, Brisbane, CA 94005, or such other place as Company may specify in
writing.
4. Prepayment. Borrower may prepay all or any amount owing on this Note without
penalty or discount at any time. All prepayments shall be applied first to
accrual and unpaid interest and then to the principal balance owing on this
Note.
5. Default.
5.1 Default. The term "Default" means any of the following events, unless
Company has agreed in writing to a deferral or waiver of the obligation:
c. Borrower, at any time, fails to pay when due any sum due on this
Note as herein agreed;
d. Borrower breaches or fails to perform any other obligation under
this Note, the Loan Agreement, or Control Agreement.
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6. Remedy. If Borrower Defaults, Company may accelerate all amounts owing on the
Note and the Note shall become immediately due and payable.
7. Control Agreement. This Note is entitled to the benefits of the attached
Control Agreement.
8. Attorneys' Fees. Borrower promises to pay all costs, expenses and attorneys'
fees (including costs of discovery and all fees and expenses of experts)
incurred by the Company hereof if this Note is referred to an attorney for
collection, whether suit is commenced thereon or not, in any proceeding for the
collection of the debt, or in any litigation or controversy arising from or
connected with this Note in which the Company hereof prevails. If judgement is
obtained thereon, such attorneys' fees, costs and expenses shall be in such
amount as the court, arbitrator, or mediator shall deem reasonable.
9. Waiver. Borrower hereby waives presentment, protest, demand of payment,
dishonor, notice of dishonor, of nonpayment, of acceleration and any and all
lack of diligence or delay in collection.
BORROWER:
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Robert C. Nowinski
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