Promissory Note, dated April 30, 2010



  
 Execution Copy

 Exhibit 10.29 
 PROMISSORY NOTE 
 April 30, 2010 

FOR VALUE RECEIVED, PACIRA PHARMACEUTICALS, INC., a California corporation located at the address stated below (“Borrower”), promises to pay to
the order of GENERAL ELECTRIC CAPITAL CORPORATION or any subsequent holder hereof (each, a “Lender”), the principal sum of Eleven Million Two Hundred Fifty Thousand and No/100 Dollars ($11,250,000) or, if less, the aggregate unpaid
principal amount of all Term Loans made by Lender to or on behalf of Borrower pursuant to the Agreement (as hereinafter defined). All capitalized terms, unless otherwise defined herein, shall have the respective meanings assigned to such terms in
the Agreement. 
 This Promissory Note is issued pursuant to that certain Loan and Security Agreement, dated as of April 30, 2010, among
Borrower, the guarantors from time to time party thereto, General Electric Capital Corporation, as agent, and Lender (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is one of the Notes
referred to therein, and is entitled to the benefit and security of the Debt Documents referred to therein, to which Agreement reference is hereby made for a statement of all of the terms and conditions under which the loans evidenced hereby were
made. 
 The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Agreement.
Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times as are specified in the Agreement. The terms of the Agreement are hereby incorporated herein by reference. 

All payments shall be applied in accordance with the Agreement. The acceptance by Lender of any payment which is less than payment in full of all amounts
due and owing at such time shall not constitute a waiver of Lender’s right to receive payment in full at such time or at any prior or subsequent time. 
 All amounts due hereunder and under the other Debt Documents are payable in the lawful currency of the United States of America. Borrower hereby expressly authorizes Lender to insert the date value as is
actually given in the blank space on the face hereof and on all related documents pertaining hereto. 
 This Note is secured as provided in the
Agreement and the other Debt Documents. Reference is hereby made to the Agreement and the other Debt Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security
interest, the terms and conditions upon which the security interest was granted and the rights of the holder of the Note in respect thereof. 

Time is of the essence hereof. If Lender does not receive from Borrower payment in full of any Scheduled Payment or any other sum due under this Note or
any other Debt Document within 3 days after its due date, Borrower agrees to pay the Late Fee in accordance with the Agreement. Such Late Fee will be immediately due and payable, and is in addition to any other costs, fees and expenses that Borrower
may owe as a result of such late payment. 
 This Note may be voluntarily prepaid only as permitted under Section 2.4 of the Agreement.
After an Event of Default, this Note shall bear interest at a rate per annum equal to the Default Rate pursuant to Section 2.6 of the Agreement. 
 Borrower and all parties now or hereafter, liable with respect to this Note, hereby waive presentment, demand for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, and all
other notices in connection herewith, as well as filing of suit (if permitted by law) and diligence in collecting 







 
this Note or enforcing any of the security hereof, and agree to pay (if permitted by law) all expenses incurred in collection, including reasonable attorneys’ fees and expenses, including
without limitation, the allocated costs of in-house counsel. 
 THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK. 
 No variation or modification of this Note, or any waiver of any of its provisions or conditions, shall be valid
unless such variation or modification is made in accordance with Section 10.8 of the Agreement. Any such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. 

[Signature page follows] 







  
 IN WITNESS WHEREOF, Borrower
has duly executed this Note as of the date first above written. 
  

	
	PACIRA PHARMACEUTICALS, INC.
	
	 By: /s/ James
Scibetta                                        
        

	 Name: James
Scibetta                                        
        

	 Title: Chief Financial
Officer                                      


	 Federal Tax ID #:
33-0387911                                   

	 Address: 10450 Science Center Drive

	 San Diego, California 92121