NON-RECOURSE SECURED PROMISSORY NOTE
------------------------------------
$277,805.07 June 11, 1999
FOR VALUE RECEIVED, Bruce C. Galton (the "Maker")
hereby promises to pay to the order of Cistron Biotechnology,
Inc., a Delaware corporation ("Cistron"), at Cistron's principal
offices at 10 Bloomfield Avenue, Pine Brook, New Jersey 07058,
or such other address as Cistron shall have given to the maker,
the principal sum of Two hundred Seventy Seven Thousand Eight
Hundred and Five ($277,805.07) Dollars and Seven Cents on the
earliest of June 10, 2002, the merger or sale of Cistron, or the
liquidation or dissolution of Cistron,
Payments shall be made in such currency of the United
States as at the time of payment shall be legal tender for the
payment of public and private debts.
This Note evidences the Loan made by Cistron under the
Loan and Pledge Agreement dated the date hereof (the
"Agreement") between Cistron and the Maker providing, among
other things, for the securing of the Note by a pledge of the
Shares, for the prepayment of this Note and for the acceleration
of the maturity of this Note following an Event of Default, all
on the terms set forth in the Agreement.
This Note may be prepaid, in whole or in part, at any
time and from time to time without premium. This Note shall be
paid without deduction by reason of any set-off, defense or
counterclaim of the Maker.
Upon any sale of the Shares, this Note shall become
due and payable as set forth in the Agreement. In addition,
upon the occurrence of an Event of Default (as defined in the
Agreement), this Note shall become due and payable as set forth
in the Agreement.
The Maker does not assume any personal liability or
responsibility for the failure to pay the principal amount of
this Note. The sole remedy available upon such failure shall be to
<PAGE> 2
proceed against the Collateral in accordance with the terms
of the Agreement.
The maker hereby forever waives presentment, demand,
presentment for payment, protest, notice of protest, notice of
dishonor of this Note and all other demands and notices in
connection with the delivery, acceptance, performance and
enforcement of this Note.
This Note shall be governed by and construed in
accordance with the laws of the State of New Jersey and shall be
binding upon the heirs or legal representatives of the Maker and
shall inure to the benefit of the successors and assigns of
Cistron.
/s/BRUCE C. GALTON
------------------
BRUCE C. GALTON
