exv10w3



 





Exhibit 10.3




PROMISSORY NOTE




September 12, 2007



FOR VALUE RECEIVED, ENTREMED, INC., a Delaware corporation located at the address stated below
(“Borrower”), promises to pay to the order of MERRILL LYNCH CAPITAL, a division of Merrill
Lynch Business Financial Services Inc., a Delaware corporation or any subsequent holder hereof
(each, a “Lender”), the principal sum of FIVE MILLION and 00/100 Dollars ($5,000,000.00).



This Promissory Note is issued pursuant to that certain Loan and Security Agreement, dated as of
September 12, 2007, among Borrower, the other Loan Parties signatory thereto, General Electric
Capital Corporation, as agent and lender, the other lenders signatory thereto, 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. All capitalized
terms, unless otherwise defined herein, shall have the respective meanings assigned to such terms
in the Agreement.



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. The payment of any Scheduled Payment prior to its due date shall result in a
corresponding increase in the portion of the Scheduled Payment credited to the remaining unpaid
principal balance.



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
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 allocable 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.




[Remainder of page left intentionally blank; Signature page follows]














 




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




	 	 	 	 	 
	 	 	ENTREMED, INC.
	 
	 	 	 	 
	 	 	By:
	 

	 	 	 	 
	 	 	Name: James S. Burns
	 	 	Title: President and Chief Executive Officer
	 	 	Federal Tax ID #: 58-1959440
	 	 	Address: 9460 Medical Center Drive
	 

	 	 	 	         Rockville, Maryland 20850






Signature Page

Merrill Lynch Note