EXHIBIT 10.29
DATED JULY 24, 2000
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BIOPROGRESS TECHNOLOGY LIMITED
and
XXXXX XXXXX HEALTHCARE LIMITED
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GUARANTEE
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THIS GUARANTEE is made on 2000
BETWEEN
(1) BIOPROGRESS TECHNOLOGY LIMITED (registered number 3289265) whose registered
office is at Xxxx 0, Xxxxxxx Xxxx, Xxxxx, Xxxxxxxxxxxxxx, XX00 0XX ("the
Guarantor"); and
(2) XXXXX XXXXX HEALTHCARE LIMITED (registered number 931141) whose registered
office is at Xxxxxxxx, Xxxx Xxxxxxxxx XX00 0XX ("the Beneficiary").
1. INTERPRETATION
In this Deed:-
1.1 references to persons will be construed so as to include bodies corporate,
unincorporated associations and partnerships;
1.2 the headings to the clauses of this Deed will not affect its construction.
2. GUARANTEE
2.1 Subject to clause 2.3 below, in consideration of the Beneficiary entering
into a Prototype Machine Supply Agreement, a Machine Supply Agreement, a
Film Supply Agreement and a Patent Licence Agreement with Bioprogress
Technology International Inc a corporation organised under the laws of the
State of Nevada, United States of America, of Xxxx 0, Xxxxxxx Xxxx, Xxxxx,
Xxxxxxxxxxxxxx XX00 0XX, ("the Principal") dated 2000 ("the Agreements"),
the Guarantor guarantees to the Beneficiary the due and punctual observance
and performance by the Principal of its obligations under the Agreements
and promises to pay to the Beneficiary all sums from time to time due and
payable (but unpaid) by the Principal under or pursuant to the Agreements
or on account of any breach thereof ("the Liabilities").
2.2 This guarantee is a guarantee of the whole of the indebtedness of the
Principal to the Beneficiary in respect of the Liabilities, but subject to
clause 2.3 below.
2.3 The Guarantor shall not be required to make any payment to the Beneficiary
pursuant to clause 2.1 above unless one of the following conditions has
been fulfilled:
2.3.1 the Principal has confirmed to both the Beneficiary and the Guarantor
in writing its agreement that the sum in question is due and payable;
or
2.3.2 an Expert (within the meaning of one of the Agreements) has been
appointed pursuant thereto and has determined in writing that the sum
in question is due and payable; or
2.3.3 a court or tribunal of competent jurisdiction has determined in
writing that the sum in question is due and payable and either there
is no right of appeal against such decision or the time for lodging
an appeal has expired with no appeal having been made, but if any of
the conditions in clauses 2.3.1, 2.3.2 or 2.3.3 has been fulfilled,
payment of the sum in question shall be made by the Guarantor no
later than the date falling 14 days after whichever is the later of:
2.3.4 the date of the Beneficiary's demand for such payment; and
2.3.5 the date of fulfilment of the condition in question.
3. PRESERVATION OF RIGHTS
3.1 The obligations of the Guarantor herein contained shall be in addition to
and independent of every other security which the Beneficiary may now or
hereafter hold in relation to the Liabilities or any of them.
3.2 Neither the obligations of the Guarantor herein contained nor the rights,
powers and remedies conferred in respect of the Guarantor upon the
Beneficiary by law shall be discharged, impaired or otherwise affected by:-
3.2.1 the winding-up, dissolution, administration or reorganisation of the
Principal or any change in its status, function, control or
ownership;
3.2.2 any of the Liabilities or any of the obligations of the Principal
under any other security relating to the Liabilities being or
becoming illegal, invalid, unenforceable or ineffective in any
respect;
3.2.3 time or other indulgence being granted or agreed to be granted to the
Principal in respect of the Liabilities or any of them or under any
such other security;
3.2.4 any other act, event or omission which, but for this clause 3.2,
might operate to discharge, impair or otherwise affect any of the
obligations of the Guarantor herein contained or any of the rights,
powers or remedies conferred upon the Beneficiary by law.
4. REPRESENTATIONS AND WARRANTIES
The Guarantor represents and warrants that:-
4.1 it is duly incorporated as a registered company in England and Wales and
has power to enter into and perform the Guarantee and has taken all
necessary corporate action to authorise the execution, delivery and
performance of this Guarantee;
4.2 the execution, delivery and performance of this Guarantee will not
contravene any law or regulation to which the Guarantor is subject or any
provision of the Guarantor's memorandum and articles of association and all
governmental or other consents requisite for such execution, delivery and
performance are in full force and effect.
5. PAYMENTS
All payments to be made by the Guarantor to the Beneficiary hereunder shall
be made without set-off or counterclaim and without any deduction or
withholding whatsoever. If the Guarantor is obliged by law to make any
deduction or withholding from any such payment, the amount due from the
Guarantor in respect of such payment shall be increased to the extent
necessary to ensure that, after the making of such deduction or
withholding, the Beneficiary receives a net amount equal to the amount the
Beneficiary would have received had no such deduction or withholding been
required to be made.
6. CONTINUING SECURITY
The obligations of the Guarantor herein contained shall constitute and be
continuing obligations notwithstanding any settlement of account or other
matter or thing whatsoever, and in particular but without limitation, shall
not be considered satisfied by any intermediate payment or satisfaction of
all or any of the obligations of the Principal in relation to any of the
Liabilities and shall continue in full force and effect until final payment
in full of all amounts owing by the Principal thereunder and total
satisfaction of all the Principal's actual and contingent obligations
thereunder.
7. NOTICES
Any demand to be made by the Beneficiary hereunder may be made at the
principal place of business of the Guarantor for the time being.
8. GOVERNING LAW
This Guarantee shall be governed by and construed in accordance with
English law and the Guarantor hereby irrevocably submits to the
jurisdiction of the English courts.
This Guarantee has been executed and delivered as a deed on the date stated at
the beginning of this Deed.
EXECUTED and DELIVERED as a DEED )
by BIOPROGRESS TECHNOLOGY LIMITED )
acting by )
.................................
Director
.................................
Director/Secretary
EXECUTED and DELIVERED as a DEED )
by XXXXX XXXXX HEALTHCARE LIMITED )
acting by )
..................................
Director
..................................
Director/Secretary
