TPTX » Topics » Form of Payoff Letter

This excerpt taken from the TPTX 8-K filed Oct 10, 2006.

Form of Payoff Letter


This PAYOFF AGREEMENT (this “Agreement”) is dated as of [Date] and is by and between TorreyPines Therapeutics, Inc. (“Borrower”) and [Comerica Bank/GECapital] (“Lender”).


This Agreement will confirm that all loans made by Lender to Borrower have been satisfied in full by Lender’s receipt of the Payoff Amount (as defined below) in immediately available funds on or before [Date]. The “Payoff Amount” shall equal as of [Date], [       Dollars ($        )] and shall increase at the rate of [       Dollars ($        )] per day after [Date]. Borrower shall pay Lender the Payoff Amount via wire transfer as follows:




Upon Lender’s receipt of the Payoff Amount by wire transfer on or before [Date], Lender releases (without recourse, representation, or warranty) all liens and security interests in respect of all assets of Borrower or otherwise created as security for any of Borrower’s obligations to Lender and Lender authorizes Borrower or any third party to file UCC Termination Statements to terminate all UCC Financing Statements in Lender’s favor with respect to Borrower and such security for the Obligations, and Lender will sign and deliver to Borrower such documents and take such other actions, at Borrower’s expense, as Borrower shall reasonably request to terminate all of Lender’s liens and security interests in respect of all assets of the Borrower and such security for Borrower’s obligations to Lender.


This Agreement becomes effective upon the execution and delivery of this Agreement by all of the parties hereto. This Agreement may be executed in any number of identical counterparts, any set of which signed by all of the parties hereto shall be deemed to constitute a complete, executed original for all purposes. This Agreement constitutes and contains the entire agreement of Borrower and Lender with respect to its subject matter, and supersedes any and all prior agreements, correspondence and communications.


IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to be executed as of the day and year first above written.










































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