Promissory Note between Lucid, Inc. and Payee Dated August 29, 2002
Lucid, Inc. promises to pay the principal amount of $22,485 to the Payee, with no interest, only if and when Lucid, Inc. receives certain royalty payments under a related Asset Purchase Agreement. Payment is secured by a Security Agreement, and the Payee's only recourse is against the collateral specified in that agreement. The note cannot be changed except in writing and is governed by New York law.
Exhibit 4.5
August 29, 2002
PROMISSORY NOTE
FOR VALUE RECEIVED, the undersigned (Debtor) hereby promises to pay to [*] (Payee), the principal amount of $22,485.00 (the Principal), without any interest on the unpaid balance. The Principal shall become due and payable when, as and if the Debtor collects any Contingent Consideration royalty payments (the Royalty Payments) pursuant to Section 3.1(a) of that certain Asset Purchase Agreement, dated as of May 11, 2002 (the Royalty Agreement), by and between the Debtor and [*], Inc; provided, that such payment of Principal shall be further subject to the intercreditor provisions set forth in Section 5 of the Security Agreement (as hereafter defined).
This Note is subject to the terms of, and the payment hereof is secured by, a certain Security Agreement dated as of the date hereof by and between Debtor and Payee (the Security Agreement).
This Note is a nonrecourse obligation of the Debtor and Payee agrees that the sole source of payment of this Note shall be from Royalty Payments when, as and if collected by Debtor; accordingly, Payee shall have recourse only against the Collateral under the Security Agreement to the extent described therein.
This Note may not be changed, modified or terminated orally, but only by an agreement in writing and signed by the Debtor and Payee. This Note shall be governed by and construed in accordance with the laws of the state of the State of New York, without regard to conflict of law principles.
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| LUCID, INC. | |
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