EXHIBIT 10.2
[LOGO OF SYNOVICS PHARMACEUTICALS, INC.]
April 24, 2008
Svizera Holdings BV
Xxxxxxxxxxxxx 00, Xxxx Xxx 00000,0000 XX
Xxxxxx, Xxx Xxxxxxxxxxx
Attention: Xx. Xxxxx Xxxxx
Gentlemen:
Reference is made to that certain agreement between Svizera Holdings BV
("Svizera") and Synovics Pharmaceuticals, Inc. ("Synovics") dated April 3, 2008
(the "Xxxxxxx Side Letter").
1. AMENDMENT TO XXXXXXX SIDE LETTER. The Xxxxxxx Side Letter is hereby
amended by deleting the existing text of Section 3 thereof under the caption
"Board Structure" and replacing it with the following:
"Board Structure Upon release from escrow of Xxxxxxx's investment
in Synovics pursuant to the Qualified Equity Financing,
Xxxxxxxx agrees to reorganize its board of directors as
follows:
All existing Board members will resign, other than Xxx Xxxx.
Immediately thereafter, the Board shall designate four
additional individuals (referenced in items "b" through "e"
below) and shall consist of five members. Upon approval of
the new Board, the Board will have the right to expand to 7
board seats. The Board will initially be constituted as
follows and each of members of the Board (or their
appointees, as applicable) and their respective affiliates
shall enter into a written agreement agree to vote their
securities in favor of the representatives of the others:
a. Xxx Xxxx
x. 2133820 Ontario Inc. representative (Xxxxx Xxxxx)
c. Maneesh Representative
d. Maneesh Representative
x. Xxxxxxx Representative (For successfully giving guarantee
to BOI replacing Guaranty by Nostrum and
Xxxxxx Xxxxx before 28th April)
f.* Xxxxxxx Pharmaceuticals Representative
g.* Axiom Capital/Middlebury Securities Representative
*Preferably CPA or a candidate whom is able to qualify as a
audit committee chairman as described under Xxxxxxxx-Xxxxx.
Xxx Xxxx shall serve as Chairman of the Board for six months
commencing on the date of the last closing of the Qualified
Equity Financing and shall be responsible for regulatory and
legal compliances and investor relations. A new chairman may
be elected by the new Board, at its discretion, following
such six month period.
At no time may any of Xxxxx Xxxxx, Xxxxxxx, Axiom, or
Middlebury Securities, together with their respective
affiliates, elect in excess of 49% of the members of the
Board unless their ownership exceed 50% of the outstanding
voting securities of Synovics."
2. EFFECT OF AMENDMENT. Except as expressly amended by Section 1
hereof, the Xxxxxxx Side Letter shall remain in full force and effect and
unamended.
If the foregoing is acceptable, please execute this letter where
indicated below to indicate your agreement therewith. This letter may be
executed in two or more counterparts each of which shall be an original and all
of which together shall constitute one and the same instrument.
SYNOVICS PHARMACEUTICALS, INC.
By: /S/ XXXXXX X. XXXX
----------------------------
Xxxxxx X. Xxxx, Ph.D.
Chairman of the Board of Directors and
Chief Executive Officer
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST ABOVE-WRITTEN:
SVIZERA HOLDINGS BV
By: /S/ XXXXX XXXXX
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Name: Xxxxx Xxxxx
Title:
