exv10w13



 






Exhibit 10.13



THIS 15% SENIOR SUBORDINATED NOTE DUE 2008 AND THE INDEBTEDNESS AND OTHER PAYMENT OBLIGATIONS
EVIDENCED HEREBY ARE AND SHALL AT ALL TIMES BE AND REMAIN SUBORDINATED IN RIGHT OF PAYMENT TO THE
EXTENT AND IN THE MANNER SET FORTH IN THOSE CERTAIN SUBORDINATION AGREEMENTS DATED AS OF EVEN DATE
HEREWITH BY AND AMONG VOLCANO THERAPEUTICS, INC., FFC PARTNERS II, L.P., FFC EXECUTIVE PARTNERS
II, L.P. AND SILICON VALLEY BANK AND VOLCANO THERAPEUTICS, INC., FFC PARTNERS II, L.P., FFC
EXECUTIVE PARTNERS II, L.P. AND VENTURE LENDING & LEASING III, INC.




VOLCANO THERAPEUTICS, INC.




15% Senior Subordinated Note Due 2008




			
	$19,716,094
	 	December 9, 2003






          VOLCANO THERAPEUTICS, INC., a Delaware corporation (“Issuer”), for value received, hereby
jointly and severally promises to pay to FFC Partners II, L.P. (“Purchaser”) or registered
assigns on the ninth day of December, 2008 the amount of NINETEEN MILLION SEVEN HUNDRED SIXTEEN
THOUSAND NINETY FOUR DOLLARS ($19,716,094).




          This Senior Subordinated Note is one of the 15% Senior Subordinated Notes Due 2008 of the
Issuer in the aggregate principal amount of $20,000,000 issued or to be issued under and pursuant
to the terms and provisions of the Note and Warrant Purchase Agreement, dated as of December 9,
2003 (as from time to time amended, modified or supplemented in accordance with its terms, the
“Note Purchase Agreement”), entered into by and among the Issuer, the Purchaser and the
other parties thereto, and this Senior Subordinated Note and the holder hereof are entitled with
the holders of all other Notes outstanding under the Note Purchase Agreement to all the benefits
provided for thereby or referred to therein, to which Note Purchase Agreement reference is hereby
made for a statement thereof. Capitalized terms used herein without definition shall have the
respective meanings ascribed to them in the Note Purchase Agreement.




          The principal amount of the Indebtedness evidenced hereby (including without limitation any
interest thereof capitalized pursuant to Section 2.1(c) of the Note Purchase Agreement), and all
other amounts payable with respect to this Senior Subordinated Note, shall be payable in Dollars
and in the amounts and on the dates and the terms specified in the Note Purchase Agreement, the
terms of which are hereby incorporated by reference. Interest thereon shall be paid until such
principal amount is paid in full at such interest rates and on such dates and at such times, and
pursuant to such calculations, as are specified in the Note Purchase Agreement. The date and amount
of interest on the principal amount of this Senior Subordinated Note capitalized pursuant to the
terms of Section 2.1(c) of the Note Purchase Agreement shall be recorded by


 









 





Purchaser on the schedule attached hereto or any continuation thereof, provided that the failure of
the Purchaser to make any such recordation shall not affect the obligations of Issuers to make a
payment when due of any amount owing under the Note Purchase Agreement or this Senior Subordinated
Note.




          If any payment on this Senior Subordinated Note becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding Business Day and, with
respect to payments of principal, interest thereon shall be payable at the then applicable rate
during such extension.




          Upon the occurrence of any one or more of the Events of Default specified in the Note Purchase
Agreement, all amounts then remaining unpaid on the Notes may be declared to be or may
automatically become immediately due and payable as provided in the Note Purchase Agreement.




          Time is of the essence of this Senior Subordinated Note. Demand, presentment, protest and
notice of nonpayment and protest are hereby waived by each Issuer.




          Except as provided in the Note Purchase Agreement, this Senior Subordinated Note may not
be assigned by the Purchaser to any person.




          THIS SENIOR SUBORDINATED NOTE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.




	 	 	 	 	 
	 	 	VOLCANO THERAPEUTICS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Huennekens
	 

	 	 	 	 
	 

	 	 	 	Name: Scott Huennekens
	 

	 	 	 	Title:   President & CEO






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