exv10w17



 







Exhibit
10.17



(FRME)(R121698)4163154002


*LOAN5404*


PROMISSORY NOTE

8/24/05



 





(Date)



FOR VALUE RECEIVED, Alexza Molecular Delivery Corporation a corporation located at the
address stated below (“Maker”) promises, jointly and severally if more than one, to pay to the
order of General Electric Capital Corporation or any
subsequent holder hereof (each, a “Payee”) at
its office located at 83 Wooster Heights Road, Danbury, CT 06810 or at such other place as Payee or
the holder hereof may designate, the principal sum of Two Million One Hundred Eighty One Thousand
Six Hundred Forty Two and 90/100 Dollars ($2,181,642.90) with interest on the unpaid principal
balance, from the date hereof through and including the dates of payment, at a fixed interest rate
of Nine and Forty Seven Hundredths percent (9.47%) per annum, to be paid in lawful money of the
United States, in Forty-Eight (48) consecutive monthly installments of principal and interest as
follows:




	 	 	 	 	 
	Periodic	 	 	 
	Installment	 	Amount	 
	Forty-Seven (47)
	 	$	54,349.55	 





each (“Periodic Installment”) and a final installment which shall be in the amount of the total
outstanding principal and interest. The first Periodic
Installment shall be due and payable on 9/01/05 and the following Periodic Installments and the
final installment shall be due and
payable on the same day of each succeeding month (each, a “Payment Date”). Such installments
have been calculated on the basis of a 360 day year of twelve 30-day months. Each payment
may, at the option of the Payee, be calculated and applied on an assumption that such payment
would be made on its due date.



The acceptance by Payee 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 Payee’s right to receive payment in
full at such time or at any prior or subsequent time.



The Maker hereby expressly authorizes the Payee 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 may be secured by a security agreement, chattel mortgage, pledge agreement or like
instrument (each of which is hereinafter called a “Security
Agreement”).



Time is of the essence hereof. If any installment or any other sum due under this Note or any
Security Agreement is not received within ten (10) days after its due date, the Maker agrees to
pay, in addition to the amount of each such installment or other sum, a late payment charge of five
percent (5%) of the amount of said installment or other sum, but not exceeding any lawful maximum.
If (i) Maker fails to make payment of any amount due hereunder within ten (10) days after the same
becomes due and payable; or (ii) Maker is in default under, or fails to perform under any term or
condition contained in any Security Agreement, then the entire principal sum remaining unpaid,
together with all accrued interest thereon and any other sum payable under this Note or any
Security Agreement, at the election of Payee, shall immediately become due and payable, with
interest thereon at the lesser of eighteen percent (18%) per annum or the highest rate not
prohibited by applicable law from the date of such accelerated maturity until paid (both before and
after any judgment).



Notwithstanding anything to the contrary contained herein or in the Security Agreement, Maker may
not prepay in full or in part any indebtedness hereunder without the express written consent of
Payee in its sole discretion.



It is the intention of the parties hereto to comply with the applicable usury laws; accordingly,
it is agreed that, notwithstanding any provision to the contrary in this Note or any Security
Agreement, in no event shall this Note or any Security Agreement require the payment or permit the
collection of interest in excess of the maximum amount permitted by applicable law. If any such
excess interest is contracted for, charged or received under this Note or any Security Agreement,
or if all of the principal balance shall be prepaid, so that under any of such circumstances the
amount of interest contracted for, charged or received under this Note or any Security Agreement
on the principal balance shall exceed the maximum amount of interest permitted by applicable law,
then in such event (a) the provisions of this paragraph shall govern and control, (b) neither
Maker nor any other person or entity now or hereafter liable for the payment hereof shall be




 









 




obligated to pay the amount of such interest to the extent that it is in excess of the
maximum amount of interest permitted by applicable law, (c) any such excess which may have been
collected shall be either applied as a credit against the then unpaid principal balance or refunded
to Maker, at the option of the Payee, and (d) the effective rate of interest shall be automatically
reduced to the maximum lawful contract rate allowed under applicable law as now or hereafter
construed by the courts having jurisdiction thereof. It is further agreed that without limitation
of the foregoing, all calculations of the rate of interest contracted for, charged or received
under this Note or any Security Agreement which are made for the purpose of determining whether
such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by
applicable law, by amortizing, prorating, allocating and spreading in equal parts during the period
of the full stated term of the indebtedness evidenced hereby, all interest at any time contracted
for, charged or received from Maker or otherwise by Payee in connection with such indebtedness;
provided, however, that if any applicable state law is amended or the law of the United States of
America preempts any applicable state law, so that it becomes lawful for the Payee to receive a
greater interest per annum rate than is presently allowed, the Maker agrees that, on the effective
date of such amendment or preemption, as the case may be, the lawful maximum hereunder shall be
increased to the maximum interest per annum rate allowed by the amended state law or the law of the
United States of America.



The Maker and all sureties, endorsers, guarantors or any others (each such person, other than the
Maker, an “Obligor”) who may at any time become liable for the payment hereof jointly and severally
consent hereby to any and all extensions of time, renewals, waivers or modifications of, and all
substitutions or releases of, security or of any party primarily or secondarily liable on this Note
or any Security Agreement or any term and provision of either, which may be made, granted or
consented to by Payee, and agree that suit may be brought and maintained against any one or more of
them, at the election of Payee without joinder of any other as a party thereto, and that Payee
shall not be required first to foreclose, proceed against, or exhaust any security hereof in order
to enforce payment of this Note. The Maker and each Obligor hereby waives 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 agrees to pay (if permitted by
law) all expenses incurred in collection, including Payee’s actual attorneys’ fees.



THE MAKER HEREBY UNCONDITIONALLY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS NOTE, ANY OF THE RELATED
DOCUMENTS, ANY DEALINGS BETWEEN MAKER AND PAYEE RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION
OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN MAKER AND
PAYEE. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT
MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.) THIS WAIVER IS IRREVOCABLE MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE, ANY RELATED DOCUMENTS,
OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION.
IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



This Note and other Debt Documents constitute the entire agreement of the Maker and Payee
with respect to the subject matter hereof and supercedes all prior understandings, agreements and
representations, express or implied.



No variation or modification of this Note, or any waiver of any of its provisions or conditions,
shall be valid unless in writing and signed by an authorized representative of Maker and Payee.
Any such waiver, consent, modification or change shall be effective only in the specific instance
and for the specific purpose given.




 









 







Any provision in this Note or any of the other Debt Documents which is in conflict with any
statute, law or applicable rule shall be deemed omitted, modified or altered to conform thereto.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Alexza Molecular Delivery Corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	/s/ August J. Moretti	 	 
	 



	 	 	 	 	 

	 	 
	(Witness)

	 	 	 	Name:  	August J. Moretti	 	 
	 
	 	 	 	Title:  	CFO
	 	 
	 

(Print name)

	 	 	 	 
	 	 
	 
	 	 	 	Federal Tax ID #:  770567768
	 	 
	 

(Address)

	 	 	 	 
	 	 
	 

	 	 	 	Address: 1001 East Meadow Circle, Palo Alto, Santa Clara County, CA 94303








 









 







*LOAN3007*



3007
(3/91) 4163154002



Date August 24, 2005




General Electric Capital Corporation

83 Wooster Heights Road

Danbury, CT 06810




Gentlemen:




     You are hereby irrevocably authorized and directed to deliver and apply the proceeds
of your loan to the undersigned evidenced by that Note dated 8/24/05 and secured by that
Security Agreement or Chattel Mortgage dated May 17, 2005, as follows:



	 	 	 	 	 
	Alexza MDC
	 	$	2,130,008.60	 
	GE Capital (Advance Rental)
	 	$	51,634.30	 






**Funds from your Good Faith Deposit have been applied as follows:

$4,017.25 Interim Interest

$2,715.25 towards balance of Advance Payment




     This authorization and direction is given pursuant to the same authority authorizing
the above-mentioned borrowing.



	 	 	 	 	 	 	 
	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	Alexza Molecular Delivery Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ August J. Moretti
 

	 	 
	 

	 	Name:
	 	August J. Moretti	 	 
	 

	 	Title:
	 	CFO