Blueprint





 






Exhibit
10.11



 


PROMISSORY
NOTE


	
 July 9,
2014

	
 $163,
934.00







 




FOR
VALUE RECEIVED, the undersigned, ADGERO BIOPHARMACEUTICALS, INC., a
Delaware corporation (the “Maker”), hereby promises
to pay to the order of FRANK G. PILKIEWICZ, PH.D. (and any
successors or assigns, the “Holder”), the principal
amount of One Hundred Sixty-Three Thousand Nine Hundred Thirty-Four
Dollars ($163,934.00) together with interest thereon calculated
from the date hereof in accordance with the provisions of this
promissory note (this “Note”).


WHEREAS, the Maker
owes to the Holder certain amounts in connection with cash advances
made by the Holder to the Maker and interest amounts accrued
thereon; and


WHEREAS, the Holder
has agreed to accept this Note in lieu of a cash payment for the
amounts owed by the Maker to the Holder.


NOW,
THEREFORE, the following is a statement of the rights of the Holder
and the conditions to which this Note is subject, and to which the
Holder hereof, by the acceptance of this Note, agrees:


1. Interest.
Interest shall accrue on the unpaid principal amount under this
Note at a rate per annum equal to two percent (2.0%) in the
aggregate. Interest will accrue on a daily basis from the date
hereof and compound annually, commencing on the date hereof and
shall be computed on the basis of a year of 365/366
days.


2. Payment.
All payments of principal and accrued but unpaid interest hereunder
shall be payable in lawful money of the United States of America at
the principal office of the Holder, or at such other place as the
Holder may from time to time designate in writing. Payments under
this Note shall be applied (a) first, to the payment of then
accrued interest hereunder until all such interest is paid and (b)
second, to the repayment of the principal outstanding
hereunder.


3. Maturity.
At any time upon or after July 1, 2019 (the “Maturity Date”), if this
Note has not been paid in full, then Holder may demand payment of
the entire outstanding principal balance of this Note and all
accrued but unpaid interest thereon.


4. Prepayment
of Note.


(a) Optional Prepayment. The Maker
may, at any time and from time to time without premium or penalty,
prepay all or any portion of the outstanding principal amount of
this Note.


(b) Mandatory Prepayment.
Notwithstanding anything to the contrary contained herein, upon the
occurrence of any Liquidity Event (as defined below), Maker shall
promptly pay to Holder in full, in cash, the outstanding principal
amount and interest accrued on this Note. For purposes of this
Section 4, “Liquidity Event” shall
mean: (i) a firm-commitment underwritten public offering of the
common stock of the Maker pursuant to an effective registration
statement under the Securities Act of 1933, as amended, (ii) the
sale of all or substantially all of the Maker’s assets, (iii)
the sale or transfer of the outstanding shares of capital stock of
the Maker, or (iv) the merger or consolidation of the Maker with
another entity, in each case in clauses (iii) and (iv) above under
circumstances in which the Holder owns less than 50% in voting
power of the outstanding capital stock of the Maker or the
surviving or resulting corporation or acquirer, as the case may be,
immediately following such transaction.



 

1







 






5. Events
of Default; Remedy.


(a) The occurrence of
any one or more of the following shall constitute an
“Event of
Default” under this Note:


(i) Maker makes an
assignment for the benefit of creditors;


(ii) Maker
files a voluntary petition in bankruptcy; or


(iii) Maker
is adjudged bankrupt, or has entered against the Maker an order of
relief, in any bankruptcy proceeding.


(b) Upon occurrence and
during the continuance of an Event of Default, all unpaid principal
on this Note and all accrued but unpaid interest thereon shall
automatically be due and payable to the Holder.


6. Amendment
and Waiver. This Note
may be amended only with the written consent of the Maker and the
Holder.


7. Assignment
and Transfer. The
Maker may not sell, assign, transfer or delegate any duties under
this Note, without the prior written consent of the Holder. The
Holder may sell, assign, transfer, pledge, hypothecate, mortgage,
or otherwise encumber this Note.


8. Cancellation.
After all principal at any time owed on this Note has been paid in
full, this Note shall be surrendered to the Maker for cancellation
and shall not be reissued.


9. Governing
Law and Jurisdiction.
All questions concerning the construction, validity, and
interpretation of this Note will be governed by and construed in
accordance with the domestic laws of the State of New Jersey,
without giving effect to any choice of law or conflicts of laws
provision or rule (whether of the State of New Jersey or any other
jurisdiction) that would compel the application of the substantive
laws of any jurisdiction other than the State of New Jersey. The
Maker irrevocably agrees and consents to the exclusive jurisdiction
for the resolution of claims, disputes and controversies hereunder
of the state courts of New Jersey, and the federal courts of the
District of New Jersey.


10. Waiver
of Presentment, Demand and Dishonor. The Maker hereby waives
presentment for payment, protest, demand, notice of protest, notice
of nonpayment, and diligence with respect to this Note, and waives
and renounces all rights to the benefits of any statute of
limitations or any moratorium, appraisement, exemption, or
homestead now provided or that hereafter may be provided by any
federal or applicable state statute, including but not limited to
exemptions provided by or allowed under the Bankruptcy Code, both
as to itself and as to all of its property, whether real or
personal, against the enforcement and collection of the obligations
evidenced by this Note and any and all extensions, renewals, and
modifications hereof.



 

2







 






 


11. Business
Days. If any payment
is due, or any time period for giving notice or taking action
expires, on a day which is a Saturday, Sunday, or legal holiday in
the State of New Jersey, the payment shall be due and payable on,
and the time period shall automatically be extended to, the next
day immediately following such Saturday, Sunday, or legal holiday
in the State of New Jersey that is not itself a Saturday, Sunday,
or legal holiday in the State of New Jersey, and interest shall
continue to accrue at the required rate hereunder until any such
payment is made.


12. Usury
Laws. It is the
intention of the Maker and the Holder to conform strictly to all
applicable usury laws now or hereafter in force, and any interest
payable under this Note shall be subject to reduction to the amount
not in excess of the maximum legal amount allowed under the
applicable usury laws as now or hereafter construed by the courts
having jurisdiction over such matters. The aggregate of all
interest (whether designated as interest, service charges, points,
or otherwise) contracted for, chargeable, or receivable under this
Note shall under no circumstances exceed the maximum legal rate
upon the unpaid principal balance of this Note remaining unpaid
from time to time. If such interest does exceed the maximum legal
rate, it shall be deemed a mistake and such excess shall be
canceled automatically and, if theretofore paid, rebated to the
Maker or credited on the principal amount of this Note, or if this
Note has been repaid, then such excess shall be rebated to the
Maker.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


 












3








 






 


IN WITNESS WHEREOF, the Maker has
executed and delivered this Note on the date first above
written.


 


ADGERO
BIOPHARMACEUTICALS, INC.


 


By:
/s/ Frank G.
Pilkiewicz                                      


Name:
Frank G. Pilkiewicz


Title:
CEO and President



 


ACCEPTED
AND AGREED:


 


 


 

/s/ Frank G.
Pilkiewicz                                     



Frank
G. Pilkiewicz, Ph.D.


 


 


 


 




[Signature
Page to the Promissory Note]