EXHIBIT 10.14
BRIDGE NOTE
$3,000,000 JUNE 19, 2000
FOR VALUE RECEIVED, INFORMAX, Inc., a Delaware corporation (the
"BORROWER"), promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the
"BANK"), in lawful money of the United States of America in immediately
available funds, the principal sum of the lesser of THREE MILLION DOLLARS
($3,000,000) or the aggregate unpaid principal amount outstanding as of the
Bridge Loan Expiration Date, together with interest accruing on the outstanding
principal balance from the date hereof, as provided below:
1. AMENDMENT NO. 5 TO LOAN AGREEMENT. This Note is issued in connection
with Amendment No. 5 to Loan Agreement of even date herewith by and between the
Borrower and the Bank, the terms of which are incorporated herein by reference
("AMENDMENT No. 5"), and is secured by the property described in the Security
Agreement by and between the Borrower and the Bank and other loan documents
entered into in connection with the Loan Agreement (the "LOAN DOCUMENTS") and by
such other collateral as previously may have been or may in the future be
granted to the Bank to secure this Note. The term "LOAN AGREEMENT" shall mean
the Loan Agreement dated as of May 6, 1999 by and between the Borrower and the
Bank, as amended by Amendment No. 1 to Loan Agreement dated as of August 6,
1999, Amendment No. 2 to Loan Agreement dated as of November 30, 1999, Amendment
No. 3 to Loan Agreement dated as of February 7, 2000, Amendment No. 4 to Loan
Agreement dated as of February 29, 2000 and Amendment No. 5. Capitalized terms
used herein shall have the meanings provided in the Loan Agreement unless a
different meaning is provided herein.
2. RATE OF INTEREST. Amounts outstanding under this Note will bear interest
at a rate per annum determined in accordance with the Loan Agreement. Interest
will be calculated on the basis of a year of 360 days for the actual number of
days in each interest period.
3. PAYMENT TERMS. Accrued interest will be due and payable on the 15th day
of each month, beginning with the payment due, if any, on July 15, 2000. The
outstanding principal balance and any accrued by unpaid interest shall be due
and payable on the Bridge Loan Expiration Date. The "BRIDGE LOAN EXPIRATION
DATE" shall mean the earlier to occur of: (i) December 19, 2000 and (ii) closing
date of an initial public offering of any capital stock of the Borrower or any
other equity event whereby any holder or holders of the Borrower's capital stock
infuse(s) additional assets, where cash or non-cash, to Borrower either as a
contribution of capital, a loan or otherwise of at least $3,000,000. The
Borrower acknowledges and agrees that in no event will the Bank be under any
obligation to extend or renew the Bridge Loan or this Note beyond the Bridge
Loan Expiration Date. If any payment under this Note shall become due on a
Saturday, Sunday or public holiday under the laws of the Commonwealth of
Pennsylvania, such payment shall be made on the next succeeding business day and
such extension of time shall be included in computing interest in connection
with such payment. The Borrower hereby authorizes the Bank to charge the
Borrower's deposit account at the Bank for any payment when due hereunder.
Payments received will be applied to charges, fees and expenses (including
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attorney's fees), accrued interest and principal in any order that Bank may
choose, in its sold discretion.
4. DEFAULT. The occurrence of any one or more of the following events shall
constitute a "DEFAULT":
(a) the Borrower shall fail to pay all or any portion of principal on
this Note when due or any payment of interest within five (5) business days
following the date when due; or
(b) an Event of Default shall occur under the Loan Agreement or other
Loan Documents.
Upon occurrence of a Default, the entire outstanding principal balance, together
with all interest, costs, charges and other amounts outstanding under this Note,
shall become immediately due and payable and, upon such acceleration, all
amounts due hereunder shall bear interest at the Default Rate (defined below).
5. LATE PAYMENTS: DEFAULT RATE. If the Borrower fails to make any payment
of principal when due or any payment of interest or other amount coming due
pursuant to the provisions of this Note within five (5) business days of the
date due and payable, the Borrower also shall pay to the Bank a late charge
equal to the lesser of five percent (5%) of the amount of such payment of $500.
Such five (5) day period shall not be construed in any way to extend the due
date of any such payment. The late charge is imposed for the purpose of
defraying the Bank's expenses incident to the handling of delinquent payments
and is in addition to, and not in lieu of, the exercise by the Bank of any
rights and remedies hereunder, under the other Loan Documents or under
applicable law, and any fees and expenses of any agents or attorneys which the
Bank may employ. At the option of the Bank upon the occurrence of a Default and
during the continuance thereof, this Note shall bear interest at a rate per
annum (based on a year of 360 days and actual days elapsed) which shall be two
percentage points (2%) in excess of the interest rate in effect from time to
time under this Note, but not more than the maximum rate allowed by law (the
"DEFAULT RATE"). The Default Rate shall continue to apply whether or not
judgment shall be entered on this Note.
6. PREPAYMENTS. Mandatory Prepayments shall be made in accordance with the
terms of the Loan Agreement. The indebtedness evidenced by this Note may be
voluntarily prepaid in whole or in part at any time without penalty or charge.
No amounts prepaid may be reborrowed.
7. MISCELLANEOUS. No delay or omission on the part of the Bank to exercise
any right or power arising hereunder shall impair any such right or power or be
considered to be a waiver of any such right or power, nor shall the Bank's
action or inaction impair any such right or power. The Borrower agrees to pay on
demand, to the extent permitted by law, all costs and expenses incurred by the
Bank in the enforcement of its rights in this Note and in any security
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therefor, including without limitation reasonable fees and expenses of the
Bank's counsel. If any provision of this Note is found to be invalid by a court,
all the other provisions of this Note will remain in full force and effect. The
Borrower and all other makers and indorsers of this Note hereby forever waive
presentment, protest, notice of dishonor and notice of non-payment. The Borrower
also waives all defenses based on suretyship or impairment of collateral, except
for such impairment which results from the gross negligence or willful
misconduct of the Bank. This Note shall bind the Borrower and its successors and
assigns, and the benefits hereof shall inure to the benefit of the Bank and its
successors and assigns.
8. GOVERNING LAW. This Note has been delivered to the Bank and will be
deemed to be made in the Commonwealth of Pennsylvania. This Note will be
interpreted and the rights and liabilities of the Bank and the Borrower
determined in accordance with the laws of the Commonwealth of Pennsylvania. The
Borrower hereby irrevocably consents to the exclusive jurisdiction of any state
or federal court sitting in Allegheny County, Pennsylvania, and consents that
all service of process be sent by nationally recognized overnight courier
service directed to the Borrower at the Borrower's address set forth in the Loan
Agreement and service so made will be deemed to be completed when received by
the Borrower; provided that nothing contained in this Note will prevent the Bank
from bringing any action, enforcing any award or judgment or exercising any
rights against the Borrower individually, against any security or against any
property of the Borrower within any other county, state or other foreign or
domestic jurisdiction. The Borrower acknowledges and agrees that the venue
provided above is the most convenient forum for both the Bank and the Borrower.
The Borrower waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Note.
9. WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS
THE BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF
ANY NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS
NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
The Borrower acknowledges that it has read and understood all of the
provisions of this Note, including waiver of jury trial, and has been advised by
counsel as necessary or appropriate.
[Signature Page to Follow]
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WITNESS the due execution of this Note as a document under seal, as of the
date first written above, with the intent to be legally bound hereby.
INFORMAX, INC.
By: /s/ Alex Titomirov
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Title: CEO/Chair
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Name: Alex Titomirov
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