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EXHIBIT 10.44
GUARANTEE
DISCOVERY PARTNERS INTERNATIONAL INC., 0000 Xxxxx Xxxxxx Xxxxx, Xxx Xxxxx, XX,
00000 XXX (DPI)
Hereby guarantees to
NOVARTIS INTERNATIONAL AG, Xxxxxxxxxxxxxxxx 000, 0000 Xxxxx (Novartis)
that it, DPI, will pay as a guarantor according to Article 496 of the Swiss Code
of Obligations (CO, Burgschaft) the debt of
DISCOVERY TECHNOLOGIES AG, Xxxxxxxxxxxxxx 00, 0000 Xxxxxxxxx (Discovery).
This guarantee is valid for a maximum amount of CHF 2'600'000. - including
principal, interest and cost according to the loan agreement dated December 23,
1999 between Novartis and Discovery in the amount of CHF 2'600'000. -
This guarantee can only be called and used if the debtor Discovery has not paid
any sum due to Novartis and therefor is in default. Novartis must have served
Discovery with a reminder letter or the insolvency of Discovery must be obvious.
Novartis is entitled to ask for payment by the guarantor even before any other
collateral has been utilized.
This guarantee expires three months after the expiry of the respective loan,
i.e. on September 30, 2001, provided that Novartis has not exercised the
guarantee in written before the end of the expiry period.
This guarantee shall be construed and interpreted according to the laws of
Switzerland. Exclusive place of jurisdiction shall be Basel, Switzerland.
San Diego, December 23, 1999-
/s/ illegible, CFO
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Discovery Partners International Inc.
