Exhibit 10.63 


CORONADO BIOSCIENCES, INC.


 


Promissory
Note


	
         Issuance Date: February 27,
2015
	Original Principal Amount: U.S. $10,000,000


 


FOR VALUE
RECEIVED, Coronado Biosciences, Inc., a Delaware corporation (the “Company”), hereby promises to pay
to the order of NSC BIOTECH VENTURE FUND I LLC or its registered assigns (“Holder”) the amount set
out above as the Original Principal Amount (the “Principal”) on the Maturity Date (as defined below), and
to pay Interest (“Interest”) on any outstanding Principal (as defined below) at the applicable Interest
Rate (as defined below) from the date set out above as the Issuance Date (the “Issuance Date”) until the
same becomes due and payable. This Promissory Note (including all Promissory Notes issued in exchange, transfer or
replacement hereof, this “Note”) is one of an issue of Promissory Notes issued pursuant to the
Note Purchase Agreements (as defined below) on the Closing Dates (as defined below) (collectively, the
“Notes”). Certain capitalized terms used herein are defined in Section 19.


 


1.          PAYMENTS
OF PRINCIPAL. During the first 24 months after the Issuance Date, no Principal will be payable. Commencing on the 25th
month (or the 31st month if the Maturity Date Extension occurs pursuant to Section 2(c)), the outstanding Principal
will be paid in 12 equal monthly installments on the Interest Dates (as defined in Section 2(a) below. The last day of the 36th
month after the Issuance Date (or the 42nd month if the Maturity Date Extension occurs) will be the “Maturity
Date”. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal,
accrued and unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest. Other than as specifically permitted
by this Note, the Company may not prepay any portion of the outstanding Principal, accrued and unpaid Interest or accrued and unpaid
Late Charges on Principal and Interest, if any.


 


2.            INTEREST;
INTEREST RATE.


 


(a)          Interest
on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 365-day year, and shall be
payable (i) for the first 24 months following the Issuance Date (or the first 30 months following the Issuance Date, if the
Maturity Date Extension occurs pursuant to Section 2(c) below), in arrears for each Quarter on January 1, April 1, July 1 and
October 1 of each year, and (ii) for the 25th through 36th months following the Issuance Date (or the
31st through 42nd months following the Issuance Date, if the Maturity Date Extension (as defined in
Section 2(c)) occurs), in arrears for each calendar month on the first day of the following calendar month (each date that
interest is payable is an “Interest Date”), with the first Interest Date being April 1, 2015, and shall
compound on each Interest Date. Interest shall be payable on each Interest Date, to the record Holder of this Note on the
applicable Interest Date, in cash (the “Interest”).


 


(b)          Prior
to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the rate of eight percent (8%) per annum
(the “Interest Rate”). From and after the occurrence and during the continuance of any Event of Default (as
defined in Section 4(a) below), the Interest Rate shall automatically be increased to twelve percent (12%). In the event that such
Event of Default is subsequently cured, the adjustment referred to in the preceding sentence shall cease to be effective as of
the calendar day immediately following the date of such cure; provided that the Interest as calculated and unpaid at such increased
rate during the continuance of such Event of Default shall continue to apply to the extent relating to the days after the occurrence
of such Event of Default through and including the date of such cure of such Event of Default.


 


(c)          The
Company may, in its sole discretion, upon notice to Holder, extend the Maturity Date by 6 months, if Company gives Holder notice
of such extension during the first 24 months following the Issuance Date (such extension being the “Maturity Date Extension”).


 


3.           EXCHANGE
OF NOTES.


 


(a)          SubCo
Exchange. At such time as a SubCo (as defined in Section 6 below) which received Note proceeds from the Company (such amount,
the “SubCo Share of Proceeds”) completes an initial public offering of its securities registered under the Securities
Act of 1933, or raises sufficient equity capital so that it has cash equal to five (5) times the SubCo Shares of Proceeds from
a third party, Company will cause the SubCo to issue to Holder new promissory notes on identical terms as the Notes (giving effect
to the passage of time with respect to maturity) (the “SubCo Notes”), which SubCo Notes will total the dollar
amount of the SubCo Share of Proceeds; provided, however, the SubCo Notes will not include the terms and conditions set forth in
this Section 3. Upon the issuance of the SubCo Notes, the obligation of the Company under this Note will be reduced dollar for
dollar by the amount of the SubCo Note received by the Holder. The Company will, upon tender of this Note, issue a new Note in
the reduced Principal amount.


 




    	 



    	 



    

  


(b)          Share
Issuance. At such time as a SubCo receives Note proceeds from the Company, the Company will cause the SubCo to issue to Holder
a warrant to purchase a number of shares of common stock of SubCo equal to twenty five percent (25%) of the SubCo Share of Proceeds
divided by the lowest price at which equity securities are sold in the first third party financing of SubCo (the “SubCo
Financing”). In the event of a Deemed Liquidation Event occurring prior to the SubCo Financing, the price used will be
the price per share to be received by the common shareholders as a result of such Deemed Liquidation Event. The exercise price
of the warrant will be the par value of the common stock. A “Deemed Liquidation Event” shall mean: (A) any sale
of all or substantially all of the assets of the SubCo; (B) any consolidation or merger of the SubCo with or into any other corporation
or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in
which the holders of equity securities of the Company immediately prior to such consolidation, merger or reorganization, continue
to hold a majority of the equity securities of the surviving entity in substantially the same proportions (or, if the surviving
entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (C) any transaction
or series of related transactions to which the SubCo is a party in which in excess of fifty percent (50%) of the SubCo’s
equity securities are transferred.


 


4.          RIGHTS
UPON EVENT OF DEFAULT.


 


(a)          Event
of Default. Each of the following events shall constitute an “Event of Default”:


 


(i)          the
Company’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or other amounts when and as due under
this Note or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated
hereby, except, in the case of a failure to pay Interest and Late Charges when and as due, only if such failure remains uncured
for a period of at least five (5) days;


 


(ii)         bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted against
the Company and, shall not be dismissed within thirty (30) days of their initiation; or


 


(iii)        the
commencement by the Company of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency,
reorganization or other similar law, or the consent by it to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts,
or the occurrence of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability
to pay its debts generally as they become due.


 




    	 



    	 



    

  


5.          VOTING
RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by law (including, without limitation,
the Delaware General Corporation Law) and as expressly provided in this Note.


 


6.          USE
OF PROCEEDS. Until all of the Notes have been satisfied in accordance with their terms, Company will use the proceeds from
this Note for purposes of acquiring medical technologies and products, creating Subsidiaries to advance those technologies and
products (“SubCos”), and the general corporate purposes of the SubCos.


 


7.          AMENDING
THE TERMS OF THIS NOTE. Excluding a Maturity Date Extension, the prior written consent of the Holders of at least 66 2/3% of
the total Principal outstanding under the Notes shall be required for any change or amendment to this Note.


 


8.          TRANSFER.
This Note may be offered, sold, assigned or transferred by the Holder without the consent of the Company, subject to the terms
and conditions of the Note Purchase Agreement.


 


9.          REISSUANCE
OF THIS NOTE.


 


(a)          Transfer.
If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue
and deliver upon the order of the Holder a new Note (in accordance with Section 9(c)), registered as the Holder may request, representing
the outstanding Principal being transferred by the Holder and, if less than the entire outstanding Principal is being transferred,
a new Note (in accordance with Section 9(c)) to the Holder representing the outstanding Principal not being transferred.


 


(b)          Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice
as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall
execute and deliver to the Holder a new Note (in accordance with Section 9(c)) representing the outstanding Principal.


 


(c)          Issuance
of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall
be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding
(or in the case of a new Note being issued pursuant to Section 9(a), the Principal designated by the Holder which, when added to
the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal remaining
outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated on
the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions
as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note,
from the Issuance Date.


 




    	 



    	 



    

  


10.         REMEDIES,
CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative
and in addition to all other remedies available under this Note and Note Purchase Agreement at law or in equity (including a decree
of specific performance and/or other injunctive relief), and nothing herein shall limit the Holder’s right to pursue actual
and consequential damages for any failure by the Company to comply with the terms of this Note. The Company covenants to the Holder
that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or
provided for herein with respect to payments, shall be the amounts to be received by the Holder and shall not, except as expressly
provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that
a breach by it of its obligations hereunder may cause irreparable harm to the Holder and that the remedy at law for any such breach
may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the Holder shall be
entitled, in addition to all other available remedies, to seek an injunction restraining any such breach or any such threatened
breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall
provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s
compliance with the terms and conditions of this Note.


 


11.         PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note is placed in the hands of an attorney for collection or enforcement
or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this
Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company
or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay
the reasonable costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements. The Company expressly
acknowledges and agrees that no amounts due under this Note shall be affected, or limited, by the fact that the purchase price
paid for this Note was less than the original Principal amount hereof.


 


12.         CONSTRUCTION;
HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against
any Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect
the interpretation of, this Note. Terms used in this Note but defined in the Note Purchase Agreement shall have the meanings ascribed
to such terms on the Closing Date in such Note Purchase Agreement unless otherwise consented to in writing by the Holder.


 


13.         FAILURE
OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party.


 


14.         NOTICES;
CURRENCY; PAYMENTS.


 


(a)          Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance
with Section 6.1 of the Note Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions
taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore.


 


(b)          Currency.
All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing
under this Note shall be paid in U.S. Dollars.


 


(c)          Payments.
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth
herein, such payment shall be made in lawful money of the United States of America by a check drawn on the account of the Company
and sent to such Person at such address as previously provided to the Company in writing (which address, in the case of each of
the Buyers, shall initially be as set forth on the Note Purchase Agreement), provided that the Holder may elect to receive a payment
of cash via wire transfer of immediately available funds by providing the Company with prior written notice setting out such request
and the Holder’s wire transfer instructions. Whenever any amount expressed to be due by the terms of this Note is due on
any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. Any amount
of Principal or Interest which is not paid when due shall result in a late charge being incurred and payable by the Company in
an amount equal to interest on such amount at the rate of twelve (12%) per annum from the date such amount was due until the same
is paid in full (“Late Charge”).


 




    	 



    	 



    

  


15.         CANCELLATION.
After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note have been paid in full, this
Note shall automatically be deemed canceled, shall be surrendered to the Company for cancellation and shall not be reissued.


 


16.         WAIVER
OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all
other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note and the
Note Purchase Agreement.


 


17.         GOVERNING
LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect
to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner permitted by law. In the event that any provision of this Note is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall
be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision of this Note. Nothing contained herein shall be
deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction
to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations,
or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY
HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING
OUT OF THIS NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


18.         MAXIMUM
PAYMENTS. Nothing contained herein shall be deemed to establish or require the payment of a rate of interest or other charges
in excess of the maximum permitted by applicable law. In the event that the rate of interest required to be paid or other charges
hereunder exceed the maximum permitted by such law, any payments in excess of such maximum shall be credited against amounts owed
by the Company to the Holder and thus refunded to the Company.


 


19.         CERTAIN
DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:


 


(a)          “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(b)          
“Closing Date” shall have the meaning set forth in the Note Purchase Agreement, which date is the date the Company
initially issued Notes pursuant to the terms of the Note Purchase Agreement.


 


(c)          “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.


 


(d)          “Quarter”
means each of: (i) the period beginning on and including January 1 and ending on and including March 31; (ii) the period beginning
on and including April 1 and ending on and including June 30; (iii) the period beginning on and including July 1 and ending on
and including September 30; and (iv) the period beginning on and including October 1 and ending on and including December 31.


 




    	 



    	 



    

  


(e)          “Note
Purchase Agreement” means those certain securities purchase agreements by and among the Company and the initial Holders
pursuant to which the Company issued the Notes, as may be amended from time to time.


 


(f)          
“Subsidiary” means, as of any date of determination, any Person which the Company, directly or indirectly) controls.


 




    	 



    	 



    

  


IN WITNESS WHEREOF,
the Company has caused this Note to be duly executed as of the Issuance Date set out above.


  


	 	CORONADO BIOSCIENCES, INC.
	 	 
	 	By: 	/s/ Lindsay A.
    Rosenwald, MD
	 	 	Name: Lindsay A.
    Rosenwald, MD
	 	 	Title: Chief Executive Officer