PROMISSORY NOTE $47,707.30 July 31, 1995 FOR VALUE RECEIVED, the undersigned, Geoffrey Filbey, an individual residing at 51 Broad Reach M15A, North Weymouth, MA 02190 (the "Obligor"), hereby absolutely and unconditionally promises to pay to the order of BIOPURE Corporation, a Delaware corporation ("BIOPURE"), at the office of BIOPURE located at 11 Hurley Street, Cambridge, MA 02141, on or before July 31, 2000, the principal sum of Forty-seven Thousand Seven Hundred Seven Dollars and Thirty Cents ($47,707.30), with interest thereon, or on such part thereof as shall from time to time remain unpaid, at the Prescribed Rate, compounded annually as of December 31 of each year. The Obligor has the absolute right to prepay in whole or in part the principal of this Note and any accrued interest without penalty. The "Prescribed Rate" shall be, for each full or partial calendar year during which interest shall accrue hereunder, the rate per annum equal to the rate of interest announced by Fleet Bank of Massachusetts, N.A. as its base rate (the "Base Rate") as in effect on January 1 of such calendar year. Notwithstanding the previous sentence, if Fleet Bank of Massachusetts N.A. shall announce, at any time during any such calendar year, a Base Rate that is more than 2% higher or lower than the Base Rate in effect on January 1 of such year, the Prescribed Rate shall be, for the remainder of such calendar year, the Base Rate as announced from time to time during the remainder of such calendar year. The Obligor hereby concurrently pledges, assigns, transfers and delivers to BIOPURE as collateral for payment and performance of all obligations under this Note, the Obligor's interest in Biopure Associates Limited Partnership II, a Massachusetts limited partnership representing indirect ownership of 125,500 shares of the common stock, $.01 par value, of BIOPURE, together with any applicable assignments appropriately executed in blank. Such shares of BIOPURE common stock and all other property of the Obligor which is now or may hereafter be in the possession or control of BIOPURE for any purpose, together with all additions, replacements, substitutions or proceeds thereof (all of the foregoing being hereinafter called the "Collateral"), shall constitute continuing security for any and all of the obligations under this Note. The holder of this Note may at its option, whether or not this Note is due, demand, sue for, collect or make any compromise or settlement it deems desirable with reference to any Collateral. Upon the occurrence of any default by the Obligor in the payment or performance of any of his obligations under this Note, or upon the death or termination, whether voluntary or involuntary, with cause or without cause, for any reason, including but not limited to disability or retirement, of the Obligor's employment, directorial or advisory relationship with BIOPURE, thereupon or at any time thereafter, at the option of the holder, all obligations of the Obligor shall become immediately due and payable without notice or demand and the <PAGE> 3 holder of this Note shall then have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code of Massachusetts. The Obligor will pay on demand all costs of collection and attorneys fees paid or incurred by the holder hereof in enforcing the obligations of the Obligor. The Obligor and all endorsers, guarantors and pledgors hereby waive presentment, demand, notice of dishonor, protest and all other demands and notices, in connection with the delivery, acceptance, performance, default or enforcement of this Note, assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition of release of any other party or person primarily or secondarily liable. THIS NOTE SHALL BE DEEMED TO TAKE EFFECT AS A SEALED INSTRUMENT IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND INTERPRETED AND DETERMINED IN ACCORDANCE WITH SUCH LAWS. This Note replaces a promissory note of like tenor dated August 14, 1990, in the original principal amount of $33,125.00. IN WITNESS WHEREOF, the undersigned has executed this Note as of the day and the year first above written. /s/ Geoffrey Filbey -------------------------------- Geoffrey Filbey <PAGE> 4 51 Broad Reach M15A North Weymouth, MA 02190 December 8, 1995 Biopure Associates Limited Partnership II and Biopure Corporation 11 Hurley Street Cambridge, MA 02141 Gentlemen: Delivered herewith to Biopure Corporation is a restated Promissory Note dated as of July 31, 1995, given in exchange for the note of the undersigned dated August 8, 1990 (the "Original Note"). The undersigned has been offered the opportunity either (1) to pay the Original Note in full and receive a distribution from Biopure Associates Limited Partnership II ("BALP II") of Biopure Corporation Common Stock ("Shares") contributed to BALP II and indirectly securing payment of the Original Note or (2) to extend the obligation of the undersigned by executing and delivering the enclosed replacement note and agreeing to an amendment to the BALP II limited partnership agreement in the form attached hereto, with the effect that the Shares will remain in BALP II for an additional five years. The undersigned hereby agrees to the Amendment of the Agreement of Limited Partnership of BALP II in the form attached to this letter and authorizes Brian Lajoie and Carl Rausch, or either of them, to execute and deliver such Amendment as attorney-in-fact for the undersigned. Very truly yours, /s/ Geoffrey Filbey Geoffrey Filbey Attachment
Source: OneCLE Business Contracts.