"EVENTS OF
DEFAULT"):
(A)
THE MAKER FAILS TO PAY ANY OF THE PRINCIPAL OR INTEREST UNDER THIS
NOTE WITHIN 10 DAYS OF MAKER'S RECEIPT OF WRITTEN NOTICE THAT SUCH AMOUNT IS DUE
AND PAYABLE;
(B)
THE MAKER OR EITHER GUARANTOR FILES ANY PETITION OR ACTION FOR
RELIEF UNDER ANY BANKRUPTCY, REORGANIZATION, INSOLVENCY OR MORATORIUM LAW OR ANY
OTHER LAW FOR THE RELIEF OF, OR RELATING TO, DEBTORS, NOW OR HEREAFTER IN
EFFECT, OR SEEKS THE APPOINTMENT OF A CUSTODIAN, RECEIVER, TRUSTEE (OR OTHER
SIMILAR OFFICIAL) OF THE MAKER OR EITHER GUARANTOR OR ALL OR ANY SUBSTANTIAL
PORTION OF THE MAKER'S OR EITHER GUARANTOR'S ASSETS, OR MAKES ANY ASSIGNMENT FOR
THE BENEFIT OF CREDITORS OR TAKES ANY ACTION IN FURTHERANCE OF ANY OF THE
FOREGOING, OR FAILS TO GENERALLY PAY ITS DEBTS AS THEY BECOME DUE;
(C)
AN INVOLUNTARY PETITION IS FILED, OR ANY PROCEEDING OR CASE IS
COMMENCED, AGAINST THE MAKER OR EITHER GUARANTOR (UNLESS SUCH PROCEEDING OR CASE
IS DISMISSED OR DISCHARGED WITHIN 60 DAYS OF THE FILING OR COMMENCEMENT THEREOF)
UNDER ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY, ADJUSTMENT OF
DEBT, LIQUIDATION OR MORATORIUM STATUTE NOW OR HEREAFTER IN EFFECT, OR A
CUSTODIAN, RECEIVER, TRUSTEE, ASSIGNEE FOR THE BENEFIT OF CREDITORS (OR OTHER
SIMILAR OFFICIAL) IS APPLIED OR APPOINTED FOR THE MAKER OR EITHER GUARANTOR OR
TO TAKE POSSESSION, CUSTODY OR CONTROL OF ANY PROPERTY OF THE MAKER OR EITHER
GUARANTOR, OR AN ORDER FOR RELIEF IS ENTERED AGAINST THE MAKER OR EITHER
GUARANTOR IN ANY OF THE FOREGOING; OR
(d)
termination of the License and Option Agreement by the Holder (or
its assignee or successor under the License and Option Agreement) by reason of
breach of the License and Option Agreement by the Maker.
Upon the occurrence of an Event of Default, the Holder shall have then, or at
any time thereafter, all of the rights and remedies afforded creditors generally
by the applicable federal laws or the laws of the Commonwealth of Massachusetts.
5.
GUARANTY.
(A)
GUARANTY OF PAYMENT. THE GUARANTORS HEREBY JOINTLY AND SEVERALLY
GUARANTY TO THE HOLDER THE DUE AND FULL PAYMENT WITHIN [***] OF DELIVERY OF THE
GUARANTEED DEFAULT NOTICE (AS DEFINED BELOW) AND THE PERFORMANCE OF ALL OF THE
INDEBTEDNESS OF THE MAKER TO
THE HOLDER FOR PRINCIPAL AND ACCRUED INTEREST UNDER THIS NOTE (THE
"OBLIGATIONS"). SUBJECT TO THE CONDITIONS SET FORTH HEREIN, THIS GUARANTY IS AN
ABSOLUTE, UNCONDITIONAL, JOINT AND SEVERAL AND CONTINUING GUARANTY OF THE FULL
AND PUNCTUAL PAYMENT AND PERFORMANCE OF ALL OF THE OBLIGATIONS AND NOT OF THEIR
COLLECTIBILITY ONLY.
PAYMENTS BY THE GUARANTORS HEREUNDER MAY BE REQUIRED BY
THE HOLDER ON ANY NUMBER OF OCCASIONS.
ALL PAYMENTS BY THE GUARANTORS HEREUNDER
SHALL BE MADE TO THE HOLDER, IN THE MANNER AND AT THE PLACE OF PAYMENT SPECIFIED
THEREFOR IN THIS NOTE.
NOTWITHSTANDING THE FOREGOING, THE RIGHT OF THE HOLDER
TO DEMAND AND RECEIVE PAYMENT OF ANY OBLIGATION UNDER THIS SECTION 5 SHALL BE
SUBJECT TO THE FOLLOWING CONDITIONS PRECEDENT:
(I) THE REQUESTED AMOUNT HAS
BECOME DUE AND PAYABLE