exv10w2






Exhibit 10.2




PROMISSORY NOTE




February 8, 2011



FOR VALUE RECEIVED, ONCOTHYREON INC., a Delaware corporation located at the address stated below
(the “Borrower”), promises to pay to the order of General Electric Capital Corporation or
any subsequent holder hereof (each, a “Lender”), the principal sum of Twelve Million and
Five Hundred Thousand and No/100 Dollars ($12,500,000) or, if less, the aggregate unpaid principal
amount of all Term Loans made by Lender to or on behalf of Borrower pursuant to the Agreement (as
hereinafter defined). All capitalized terms, unless otherwise defined herein, shall have the
respective meanings assigned to such terms in the Agreement.



This Promissory Note is issued pursuant to that certain Loan and Security Agreement, dated as of
February 8, 2011, among Borrower, the guarantors from time to time party thereto, General Electric
Capital Corporation, as agent,  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.



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.



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
as 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 without limitation, the allocated 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.



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




	 	 	 	 	 
	 	ONCOTHYREON INC.

 	 
	 	By:  	/s/ Robert L. Kirkman, M.D.
 	 
	 	 	Name:  	Robert L. Kirkman, M.D. 	 
	 	 	Title: 	
President and CEO
 	 
	 	 	Federal Tax ID #: 26-0868560
 	 
	 	 	Address: 	2601 Fourth Avenue, Suite 500

Seattle, Washington 98121