EXHIBIT

10.14




 




SECURED PROMISSORY

NOTE




 




 








	

  $328,000


  	

   


  	

  San Diego,

  California


  
	

   


  	

   


  	

  February 26,

  2002


  










 




FOR VALUE RECEIVED,

Christopher J. Calhoun, an individual (“Borrower”), hereby promises to

pay MacroPore, Inc., a Delaware corporation (“MacroPore”), or order, at

6740 Top Gun Street, San Diego, California 92121, or at such other address as

the holder of this Promissory Note (“Note”) may specify in writing, the

principal sum of Three Hundred Twenty Eight Thousand Dollars ($328,000) plus

interest in the manner and upon the terms and conditions set forth below.  The proceeds of this Note may be used solely

for the purpose of acquiring shares of MacroPore’s common stock from certain of

its major stockholders.




 




1.                                       Rate

of Interest.  Interest shall accrue

from the date hereof on the principal balance of this Note at a per annum rate

equal to the prime rate available from Wells Fargo Bank as of the date hereof

plus one percent (1%).  The interest

rate for the first year after the date of this Note shall be 5.75% per annum.  The interest rate shall remain fixed for the

term of one year and shall be adjusted according to the prime rate available on

each anniversary hereof.  Interest

charged on this Note shall be computed on the basis of a three hundred sixty

(360) day year for actual days elapsed.




 




2.                                       Due

Date.  The entire unpaid balance of

principal and interest under this Note shall be due and payable in full on the

third anniversary of the date hereof, February 25, 2005, (the “Maturity

Date”).




 




3.                                       Mandatory

Prepayment.  In the event Borrower

sells, transfers or otherwise disposes of any or all of the common stock of

MacroPore purchased by Borrower with the funds provided by this Note, Borrower

shall prepay this Note by the amount of one hundred percent (100%) of the proceeds

received by Borrower from any such disposition of the MacroPore common stock

less any costs associated with such disposition, including payment of taxes by

Borrower.  Such prepayment shall be due

within five (5) business days of receipt of the proceeds from such

disposition.  Borrower shall remain

liable to MacroPore for any amounts outstanding under this Note after

application of such net proceeds.




 




4.                                       Voluntary

Prepayment.  Voluntary prepayments

of the principal balance of this Note, without premium or penalty of any

nature, shall be permitted at any time; provided that each such prepayment

shall be accompanied by all accrued and unpaid interest on the amount being

prepaid.  Amounts repaid or prepaid with

respect to this Note may not be reborrowed. 

MacroPore shall tender this Note to the Borrower subject to payment in

full to MacroPore by the Borrower of all outstanding principal, interest, and

all other sums due hereunder.  This Note

shall thereupon be terminated in full.




 




5.                                       Holder’s

Right of Acceleration.  Upon the

occurrence of the following, the holder of this Note may, at its election and

upon written notice to the undersigned (which notice shall




 




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not be waivable by the

undersigned), declare the entire balance hereof (including, but not limited to,

all principal and interest) immediately due and payable:




 




(a)                                  the

termination of the Borrower’s employment or service with MacroPore,




 




(b)                                 the

failure to pay the mandatory prepayment when, and if, due,




 




(c)                                  the

undersigned’s initiation of voluntary bankruptcy proceedings,




 




(d)                                 the

initiation of involuntary bankruptcy proceedings against the undersigned which

the undersigned approves, consents to or acquiesces in, or which are not

dismissed within 45 days after the filing of the bankruptcy petition,




 




(e)                                  a

material breach of any of the covenants of that certain Pledge Agreement

executed in conjunction with this Promissory Note that is not cured within 30

days after written notice of such breach is given to the undersigned, or




 




(f)                                    the

use of the proceeds of this Note for any purpose other than acquiring shares of

MacroPore’s common stock from certain of its major stockholders.




 




6.                                       Security

for this Note.  This Note is a

full-recourse Note originally secured by a pledge of the common stock of

MacroPore purchased by Borrower with the proceeds of the Note and owned by the

Borrower, as further described in the Pledge Agreement dated of even date

herewith, which is on file with the Secretary of MacroPore.  The Note is subject to all of the terms and

conditions of the Pledge Agreement.




 




7.                                       General

Provisions.




 




(a)                                  If

this Note is not paid when due, Borrower further promises to pay all costs of

collection, foreclosure fees, and reasonable attorneys’ fees incurred by

MacroPore, whether or not suit is filed hereon.




 




(b)                                 Borrower

hereby consents to any and all renewals, replacements, and/or extensions (none

of which MacroPore is obligated to grant to Borrower) of time for payment of

this Note before, at, or after maturity.




 




(c)                                  Presentment

for payment, demand, notice of dishonor, protest, and notice of protest are

hereby expressly waived.




 




(d)                                 Any

waiver of any rights under this Note or under any other agreement, instrument,

or paper signed by Borrower is neither valid nor effective unless made in

writing and signed by the holder of this Note.




 




(e)                                  No

delay or omission on the part of the holder of this Note in exercising any

right shall operate as a waiver thereof or of any other right.




 




(f)                                    A

waiver by the holder of this Note upon any one occasion shall not be construed

as a bar or waiver of any right or remedy on any future occasion.




 




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(g)                                 Should

any one or more of the provisions of this Note be determined illegal or

unenforceable, all other provisions shall nevertheless remain effective.




 




(h)                                 This

Note may not be changed, modified, amended, or terminated except in a writing

signed by the Borrower and MacroPore or holder thereof.




 




(i)                                     This

Note shall be governed by, and construed and enforced in accordance with, the

laws of the State of California, without reference to the principles of

conflicts of laws thereof.




 




(j)                                     All

references to “Dollars” or “$” shall mean United States Dollars.




 




(k)                                  All

notices or other communications required or permitted to be given by the Maker

or Holder shall be in writing and shall be delivered personally or may be

deposited with the United States Postal Service, postage prepaid, return

receipt requested, and addressed as follows:




 








	

  If to the Borrower:


  	

   


  	

  Christopher J. Calhoun


  6740 Top Gun Street


  San Diego, California 92121


  
	

   


  	

   


  	

   


  
	

  If to MacroPore:


  	

   


  	

  MacroPore


  6740 Top Gun Street


  San Diego, California 92121


  Attention:  President/Senior

  Vice President of Finance


  










 




8.                                       Arbitration.  Any disputes between Borrower and MacroPore

arising out of or relating to this Note shall be resolved by an impartial

arbitrator in an arbitration proceeding held in San Diego County, California

pursuant to the rules of the American Arbitration Association then in effect.  Either party, at its option, may initiate

binding arbitration by delivering written notice to the other party; provided,

that, if there are multiple disputes, all outstanding disputes shall be

resolved by a single arbitration.  The

parties shall attend and participate in, and shall be bound by the results of,

the arbitration proceeding.  The

arbitrator shall be selected by agreement between Borrower and MacroPore, but

if they do not agree on the selection of an arbitrator within 15 days after the

date of the request for arbitration, the arbitrator shall be selected pursuant

to the rules of that Association.  If

for any reason the American Arbitration Association declines to accept the

arbitration proceedings, the parties shall use the procedures set forth in the

California Code of Civil Procedure Section 1280 et  seq.  The award rendered by the arbitrator shall

be conclusive and binding upon Borrower and MacroPore.  Each party shall pay its own expenses for

the arbitration and the fee and expenses of the arbitrator shall be shared

equally.  Judgement upon the award may

be entered in any court having jurisdiction.




 




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IN WITNESS WHEREOF, this

Note has been executed and delivered on the date first set forth above.




 




	

   


  	

  Christopher J. Calhoun,


  
	

   


  	

  an individual


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Christopher J. Calhoun


  	

   


  
	

   


  	

  Name:


  	

  Christopher J. Calhoun


  	

   


  
	

   


  	

  Title:


  	

   


  	

   


  





 




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