Revolving Loan Note, dated June 29, 2007



 Exhibit 10.3 
 REVOLVING LOAN NOTE 
  

			
	 $12,000,000
	 	Chicago, Illinois
		
		 	June 29, 2007

 FOR VALUE RECEIVED, the undersigned, BARRIER THERAPEUTICS, INC., a Delaware corporation
(“Borrower”), hereby unconditionally promises to pay to the order of MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc. (“Lender”) at the office of Administrative Agent at 222 North LaSalle
Street, Chicago, Illinois 60601, or at such other place as Administrative Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, the principal sum of TWELVE MILLION
DOLLARS ($12,000,000), or, if less, the aggregate unpaid principal amount of all Revolving Loans made or deemed made by Lender to Borrower under the terms of that certain Credit and Security Agreement of even date herewith among Borrower, various
financial institutions as are, or may from time to time become, parties thereto as lenders (including without limitation Lender) and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Administrative Agent (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”). This Revolving Loan Note (this “Note”) is issued in accordance with the provisions of the Credit Agreement and is entitled to the benefits
and security of the Credit Agreement and the other Financing Documents, and reference is hereby made to the Credit Agreement for a statement of the terms and conditions under which the Revolving Loans evidenced hereby may be made and are required to
be repaid. All capitalized terms used herein (which are not otherwise specifically defined herein) shall be used in this Note as defined in the Credit Agreement. 
 1. The outstanding principal balance of the Loans evidenced by this Note shall be payable in full on the Termination Date, or on such earlier date as provided for in the Credit Agreement. 
 2. Borrower promises to pay interest from the date hereof until payment in full hereof on the unpaid principal balance of the Revolving Loans evidenced
hereby at the per annum rate or rates set forth in the Credit Agreement. Interest on the unpaid principal balance of the Revolving Loans evidenced hereby shall be payable on the dates and in the manner set forth in the Credit Agreement. Interest as
aforesaid shall be charged for the actual number of days elapsed over a year consisting of three hundred sixty (360) days on the actual daily outstanding balance hereof; provided that interest calculations shall include the date of funding of
any such Revolving Loan, but shall exclude the date of payment of any such Revolving Loan. 
 3. Upon and after the occurrence of an Event of
Default, and as provided in the Credit Agreement, the Revolving Loans evidenced by this Note may be declared, and immediately shall become, due and payable without demand, notice or legal process of any kind; provided, however, that upon the
occurrence of an Event of Default pursuant to the provisions of Section 10.1(e) or Section 10.1(f) of the Credit Agreement, the Revolving Loans evidenced by this Note shall automatically be due and payable, without demand, notice or
acceleration of any kind whatsoever. 
 4. Payments received in respect of the Revolving Loans shall be applied as provided in the Credit
Agreement. 
 5. Presentment, demand, protest and notice of presentment, demand, nonpayment and protest are each hereby waived by Borrower.

 6. No waiver by Lender of any one or more defaults by the undersigned in the performance of any of its obligations under this Note shall
operate or be construed as a waiver of any future 








 
default or defaults, whether of a like or different nature, or as a waiver of any obligation of Borrower to any other lender under the Credit Agreement.

 7. No provision of this Note may be amended, waived or otherwise modified unless such amendment, waiver or other modification is in
writing and is signed or otherwise approved by Borrowers, the Required Lenders and any other lender under the Credit Agreement to the extent required under Section 13.16 of the Credit Agreement. 
 8. THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES. 
 9. Whenever possible each provision of this Note shall be interpreted in such manner as to be effective
and valid under applicable law, but in case any provision of or obligation under this Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. 
 10. Whenever in this Note
reference is made to Administrative Agent, Lender or Borrower, such reference shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Note shall be binding upon Borrower and its
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. 
 11. In addition to and without limitation
of any of the foregoing, this Note shall be deemed to be a Financing Document and shall otherwise be subject to all of general terms and conditions contained in Section 2.10 and Article 12 of the Credit Agreement, mutatis mutandi.

 [Signatures Appears on the Following Page] 
  

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 IN WITNESS WHEREOF, intending to be legally bound, and intending that this instrument constitute
an instrument executed under seal, the undersigned have executed this Note under seal as of the day and year first hereinabove set forth. 
  

					
	 BARRIER THERAPEUTICS, INC.

			
	 By:
	 	 /S/ ANNE M. VANLENT
	 	[SEAL]
	 Its:
	 	 EVP & CFO