exv10w44



 





Exhibit 10.44




					
	 	 	 	 	 
	
	 	Commercial Premium Finance Agreement - Promissory Note

102 W Pennsylvania Ave, Suite 204, Towson, MD 21204

TEL. NOS. 410-296-5000 800-288-4217
	 	

Page 1 of 3













			
	    Agent (Name and Address)
	 	10054613    
	    AON Risk Services Inc. of PA	 	 
	    One Liberty Place	 	 
	    1650 Market St Ste 1000	 	 
	    Philadelphia, PA 19103	 	 
	 


















Insured (Name and Address as shown on the policy)

Neose Technologies, Inc.

102 Rock Road

Horsham, PA 19044

 













	 	 	 	 	 	 	 	 	 
	A) Total Premiums
	 	B) Down Payment
	 	C) Amount Financed
	 	D) Finance Charge
	 	E) Total Payments
	 
	 	 
	 	 
	 	 
	 	 
	$458,693.00
	 	$91,739.00
	 	$366,954.00
	 	$9,544.44
	 	$376,498.44
	 
	 	 
	 	 
	 	 
	 	 





	 	 	 	 	 	 	 	 	 
	F) Annual Percentage Rate
	 	No. of Payments
	 	Amount of Payments
	 	First Installment Due
	 	Installment Due Dates
	 
	 	 
	 	 
	 	 
	 	 
	6.200%
	 	9 (Monthly)
 	 	$41,833.16
	 	03/15/2007
	 	15th 





SCHEDULE OF POLICIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Policy Prefix and	 	 	Effective Date of	 	 	Name of Insurance Company and Name and Address of	 	 	Type of	 	 	Months	 	 	Premium $	 
	 	Numbers	 	 	Policy/Inst.	 	 	General or Policy Issuing Agent or Intermediary	 	 	Coverage	 	 	Covered	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	35787589

	 	 	02/15/2007
	 	 	FEDERAL INS CO
	 	 	PKG
	 	 	 	12	 	 	 	 	94,439.00	 	 
	 	 

	 	 	 	 	 	Fee
	 	 	FEE
	 	 	NRef
	 	 	 	2.00	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	35852317

	 	 	02/15/2007
	 	 	FEDERAL INS CO
	 	 	PROD
	 	 	 	12	 	 	 	 	39,473.00	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	71634788

	 	 	02/15/2007
	 	 	FEDERAL INS CO
	 	 	WC
	 	 	 	12*	 	 	 	 	53,856.00	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	TME = $9,868.25	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	Policy Detail Continued...	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





          (1) DEFINITIONS: The above named Insured is the borrower. AFCO Credit Corporation
(“AFCO”) is the lender. “Insurance company” or “company”, “insurance policy” or “policy” and
“premium” refer to those items listed under the “Schedule of Policies”. Singular words mean plural
and vice-versa as may be required in order to give the agreement meaning.



NOTICE TO INSURED: 1. Do not sign this agreement before you read it or if it contains any
blank space. 2. You are entitled to a completely filled in copy of this agreement at the time
you sign. 3. Under the law, you have the right to pay off in advance the full amount due and
under certain conditions to obtain a partial refund of the service
charge. 4. Keep your copy of
this agreement to protect your legal rights.




        INSURED AGREES TO ALL TERMS SET FORTH ON ALL PAGES OF THIS AGREEMENT AND ANY ADDENDA THERETO.




	 	 	 	 	 	 	 
	/s/ A. Brian Davis

	 	A. Brian Davis
	 	CFO
	 	3/5/07
	 

	 	 
	 	 
	 	 
	SIGNATURE OF INSURED(S) OR AUTHORIZED REPRESENTATIVE

	 	PRINT NAME
	 	TITLE
	 	DATE






AGENT OR BROKER REPRESENTATIONS



The undersigned warrants and agrees: (A) The policies are in full force and effect and the
information in the Schedule of Policies has been verified and is
correct. (B) The Insured
authorized this transaction, recognizes the security interest assigned herein and has received a
copy of this agreement. (C) To hold in trust for AFCO any payments made or credited to the Insured
through or to the undersigned, directly or indirectly, actually or constructively by any party and
to pay the monies as well as any unearned commissions to AFCO promptly to satisfy the outstanding
indebtedness of the Insured. (D) There are not and will not be any other liens given against the
listed policies and the premiums are not and will not be financed by
any other lender. (E) The
policies comply with AFCO’s eligibility requirements. (F) No audit or reporting form policies,
policies subject to retrospective rating or minimum earned premium are included. The deposit or
provisional premiums are not less than anticipated premiums to be earned for the full term of the
policies. (G) The Insured can cancel the policies and the unearned premiums will be computed on the
standard short-rate or pro-rata table. (H) No proceeding(s) in bankruptcy, receivership, or
insolvency have been instituted by or against the Insured. (I) All premiums shall be paid to the
insurer(s). (J) No additional authority, acts, approvals or licenses are or will be necessary as a
prerequisite to the enforceability of this Agreement. (K) AFCO will rely upon these representations
in determining whether to accept this Agreement.




IF THERE ARE ANY EXCEPTIONS TO THE ABOVE STATEMENTS, PLEASE LIST BELOW:




*
: Subject to Audit



THE UNDERSIGNED FURTHER WARRANTS THAT IT HAS RECEIVED THE DOWN PAYMENT
AND ANY OTHER SUMS DUE AS
REQUIRED BY THE AGREEMENT AND IS HOLDING SAME OR THEY ARE ATTACHED TO THIS AGREEMENT




	 	 	 	 	 	 	 
	Raymond M. Subers

	 	/s/ Raymond M. Subers
	 	Sr. V. P.
	 	3/6/07
	 

	 	 
	 	 
	 	 
	AGENT OR BROKER

	 	SIGNATURE OF AGENT OR BROKER
	 	TITLE
	 	DATE








 









 





					
	 	 	 	 	 
	
	 	Commercial Premium Finance Agreement - Promissory Note

102 W Pennsylvania Ave, Suite 204, Towson, MD 21204

TEL. NOS. 410-296-5000 800-288-4217
	 	

Page 2 of 3






SCHEDULE OF POLICIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Policy Prefix and	 	 	Effective Date of	 	 	Name of Insurance Company and Name and Address of	 	 	Type of	 	 	Months	 	 	Premium $	 
	 	Numbers	 	 	Policy/Inst.	 	 	General or Policy Issuing Agent or Intermediary	 	 	Coverage	 	 	Covered	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	Tax
	 	 	TAX
	 	 	Ref
	 	 	 	2,638.00	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	73243156

	 	 	02/15/2007
	 	 	GREAT NORTHERN INS CO
	 	 	FRLB
	 	 	 	12	 	 	 	 	3,500.00	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	74985874

	 	 	02/15/2007
	 	 	FEDERAL INS CO
	 	 	AUTO
	 	 	 	12	 	 	 	 	8,185.00	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	79813718

	 	 	02/15/2007
	 	 	FEDERAL INS CO
	 	 	UMB
	 	 	 	12	 	 	 	 	11,615.00	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	CR03800094

	 	 	02/15/2007
	 	 	ST PAUL FIRE & MARINE INS CO
	 	 	CRIM
	 	 	 	12	 	 	 	 	9,470.00	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	DOC364951411

	 	 	02/15/2007
	 	 	ZURICH AMERICAN INS CO
	 	 	DO
	 	 	 	24	 	 	 	 	115,000.00	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	EC06400294

	 	 	02/15/2007
	 	 	ST PAUL MERCURY INSURANCE COMPANY
	 	 	FBND
	 	 	 	12	 	 	 	 	4,000.00	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	EC06400295

	 	 	02/15/2007
	 	 	ST PAUL MERCURY INSURANCE COMPANY
	 	 	EPL
	 	 	 	12	 	 	 	 	13,500.00	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	02/15/2007
	 	 	ZURICH AMERICAN INS CO
	 	 	XSDO
	 	 	 	12	 	 	 	 	100,000.00	 	 
	 	 

	 	 	 	 	 	Aon Risk Services Inc	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	Attn: Aon Risk Services Inc of Pennsylvania	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	One Liberty Place	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	1650 Market St #1000	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	Philadelphia, PA 19103	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	USA	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 

	 	 	 	 	 	Fee
	 	 	FEE
	 	 	NRef
	 	 	 	15.00	 	 
	 	 

	 	 	 	 	 	Tax
	 	 	TAX
	 	 	Ref
	 	 	 	3,000.00	 	 
	 	 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 




 









 








Page 3 of 3



(2) PROMISE OF PAYMENT: The Insured (i) requests that AFCO pay the premiums in the Schedule of
Policies, less the Down Payment and any installments paid prior to acceptance of this Agreement and
(ii) promises to pay to AFCO at 110 William Street, New York, NY 10038 (or at any other address it
may designate) the amount stated in Block E above according to the payment schedule, subject to the
remaining terms of this agreement. No additional authority, acts, approvals or licenses are or will
be necessary as a prerequisite to the enforceability of this
Agreement. AFCO may, at its option,
pay loan proceeds to any agent, broker, general agent, managing general agent or insurer set forth
herein. Payments to AFCO are deemed made only upon receipt in good funds. Checks are accepted,
subject to collection.



(3) SECURITY
INTEREST AND POWER OF ATTORNEY: The insured assigns and hereby gives a security
interest to AFCO as collateral for the total amount payable in this agreement and any other past,
present or future extension of credit: (a) any and all unearned premiums or dividends which may
become payable for any reason under all insurance policies financed by AFCO, (b) loss payments
which reduce the unearned premiums, subject to any mortgagee or loss payee interests and (c) any
interest in any state guarantee fund relating to any financed policy. If any
option may enforce payment of this debt without recourse to the
security given to AFCO. The insured
irrevocably appoints AFCO as its attorney in fact with full authority to (i) cancel all insurance
financed by AFCO for the reason set forth in paragraph 12, whether pursuant to this or any other
agreement, (ii) receive all sums hereby assigned to AFCO and
(iii) execute and deliver on the
Insured’s behalf all documents, instruments of payment, forms and notices of any kind relating to
the insurance in furtherance of this agreement.



(4) WARRANTY OF ACCURACY: The Insured (i) warrants that all listed Insurance policies have been
issued to it and are in full force and effect and that it has not and will not assign any interest
in the policies except for the interest of mortgagees and loss payees and (ii) authorizes AFCO to
insert or correct on this agreement, if omitted or incorrect, the insurer’s name, the policy numbers,
and the due date of the first installment and to correct any obvious errors. In the event of any
such change, correction or insertion, AFCO will give the Insured written notice thereof.



(5) REPRESENTATION OF SOLVENCY: The Insured represents that it is not insolvent or the subject of
any insolvency proceeding.



(6) ADDITIONAL PREMIUMS: The money paid by AFCO is only for the premium as determined at the time
the insurance policy is issued. AFCO’s payment shall not be applied by the insurance company to pay
for any additional premiums owed by the Insured resulting from any type of misclassification of the
risk. The Insured shall pay to the insurer any additional premiums or any other sums that become
due for any reason. If AFCO assigns the same account number to any additional extension or
extensions of credit, (i) this Agreement and any agreement or agreements identified by such account
number shall be deemed to comprise a single and indivisible loan
transaction, (ii) any default with
respect to any component of such transaction shall be deemed a default with respect to all
components of such transaction and (iii) any unearned premiums relating to any component of such
transaction may be collected and applied by AFCO to the totality of such transaction.



(7) SPECIAL
INSURANCE POLICIES: If the insurance policy is auditable or is a reporting form
policy or is subject to retrospective rating, then the Insured promises to pay to the insurance
company the earned premium computed in accordance with the policy provisions which is in excess
of the amount of premium advanced by AFCO which the insurance company retains.



(8) NAMED
INSURED: If the insurance policy provides that the first named
insured in the policy
shall be responsible for payment of premiums and shall act on behalf of all other insureds
regarding the policy, then the same shall apply to this Agreement and
the Insured represents that
it is authorized to sign on behalf of all insureds. If not, then all insureds’ names must be shown on
this agreement unless a separate agreement appoints an insured to act for the others.



(9) FINANCE CHARGE: The finance charge shown in Block D begins to accrue as of the earliest policy
effective date, unless otherwise indicated in the Scheduled of Policies, and shall continue to accrue
until the balance due AFCO is paid in full or until such other date as required by law,
notwithstanding any cancellation of coverage. If AFCO issues a Notice of Cancellation, AFCO may
recalculate the total finance charge payable pursuant to this Agreement, and the insured agrees to
pay Interest, on the Amount Financed set forth herein, from the first effective date of coverage,
at the highest lawful rate of interest. For Arizona Insureds, interest will be calculated on a
daily basis and each day shall count as 1/360th of a year,



(10) AGREEMENT BECOMES A CONTRACT: This Agreement becomes a binding contract when AFCO mails
the Insured its acceptance and is not a contract until such time. The insured agrees that (i)
this Agreement may be transmitted by facsimile, E-mail or other electronic means to AFCO, (ii)
any such transmitted Agreement shall be deemed a fully enforceable duplicate original document
and (iii) such Agreement, when accepted by AFCO, shall constitute a valid and enforceable
contract.



(11) DEFAULT
AND DISHONORED CHECK CHARGES: If the Insured is late in making a
loan payment to AFCO
by more than the number of days specified by law (5 days in Wisconsin), the Insured will pay to
AFCO a delinquency charge equal to the maximum charge permitted by
law (5%of any delinquent
installment, subject to a minimum default charge of $1.00, in
Wisconsin). If a check is dishonored,
the Insured will pay a check processing fee not to exceed the lesser of $25 or the amount
permitted by law.



(12) CANCELLATION:
AFCO may cancel all insurance policies financed by AFCO after giving statutory
notice and the full balance due to AFCO shall be immediately payable if the insured does not pay
any installment according to the terms of this or any other agreement
with  AFCO. Payment of unearned
premiums shall not be deemed to be payment of installments to AFCO, in full or in part.



(13) CANCELLATION CHARGES: If AFCO cancels any insurance policy in accordance with the terms of
this agreement, then the Insured will pay AFCO a cancellation charge, if permitted, up to the limit
specified by law ($15.00 in Wisconsin).



(14) MONEY RECEIVED AFTER NOTICE OF CANCELLATION: Any payments made to AFCO after mailing of AFCO’s
Notice of Cancellation may be credited to the Insured’s account without affecting the acceleration
of this agreement and without any liability or obligation to request reinstatement of a canceled
policy. Any money AFCO receives from an insurance company shall be credited to the amount due AFCO
with any surplus paid over to whomever is entitled to the money. No refund of less than $1.00 shall
be made. In the event that AFCO requests, on the Insured’s behalf, reinstatement of the policy,
such request does not guarantee that coverage will be reinstated.



(15) ATTORNEY
FEES — COLLECTION EXPENSE: If, for collection, this agreement is referred to an
attorney and/or other party who is not a salaried employee of AFCO, the Insured agrees to pay any
reasonable attorney fees and costs as well as other reasonable
collection expenses, as permitted by
law or granted by the court (in Wisconsin, statutory attorneys’ fees and statutory court costs).



(16) REFUND CREDITS: The Insured will receive a refund of the finance charge if the account is
voluntarily prepaid in full before the last installment due date as required or permitted by law
(in Wisconsin, calculated according to the Rule of 78s) and AFCO may retain an additional
non-refundable service charge of $10.00. Any minimum or fully earned fees will be deducted as
permitted by law.



(17) INSURANCE AGENT OR BROKER: The insurance agent or broker named in this agreement is the
Insured’s agent, not AFCO’s and AFCO is not legally bound by anything the agent or broker
represents to the insured orally or in writing. AFCO has not participated in the choice, placement,
acquisition or underwriting of any financed insurance. Any disclosures made by the agent are made
in its capacity as the insured’s agent and AFCO makes no representations with respect to the
accuracy of any such disclosures.



(18) NOT A CONDITION OF OBTAINING INSURANCE: This agreement is not required as a condition for
obtaining insurance coverage.



(19) SUCCESSORS AND ASSIGNS: All legal rights given to AFCO shall benefit AFCO’s successors and
assigns. The Insured will not assign this Agreement and/or the
policies without AFCO’s written consent except for the interest of mortgagees and loss payees.



(20) LIMITATION OF LIABILITY — CLAIMS AGAINST AFCO: The Insured hereby irrevocably waives and
releases AFCO from any claims, lawsuits and causes of action which may be related to any prior
loans and/or to any act or failure to act prior to the time that this Agreement becomes a binding
contract, pursuant to paragraph 10. AFCO’s liability for breach of any of the terms of this
agreement or the wrongful exercise of any of its powers shall be limited to the amount of the
principal balance outstanding, except in the event of gross negligence or willful misconduct. Any
claims against AFCO shall be litigated exclusively in the Supreme
Court of the State of New York,
County of New York.



(21) DISCLOSURE: The insurance company or companies and their agents, any intermediaries and the
insurance agent or broker named in this agreement and their successors are authorized and directed
to provide AFCO with full and complete information regarding all financed Insurance policy or
policies, Including, without limitation, the status and calculation
of unearned premiums.



(22) ENTIRE
DOCUMENT • GOVERNING LAW • ENFORCEMENT VENUE: This document is the entire agreement
between AFCO and the Insured and can only be changed in a writing signed by both parties except as
stated in paragraph (4). The laws of the state indicated in the Insured’s address as set forth
herein will govern this agreement (for Wisconsin Insureds,
Wisconsin). AFCO may, at its option,
prosecute any action to enforce its rights hereunder in the Supreme Court of the Stale of New York,
County of New York, and the Insured (i) waives any objection to such venue and (ii) will honor any
order issued by or judgement entered in such Court.



(23) WAIVER OF SOVEREIGN IMMUNITY: The Insured hereby certifies that it is empowered to enter into
this agreement without any restrictions and that the individual signing it has been fully empowered
to do so. To the extent that the Insured either possesses or claims sovereign immunity for any
reason, such sovereign immunity is expressly waived and the Insured agrees to be subject to the
jurisdiction of the laws and courts set forth in the preceding paragraphs.