EXHIBIT 10.15
INDIVIDUAL GUARANTY
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WHEREAS, SYNOVICS PHARMACEUTICALS, INC., (hereinafter referred to as
"Borrower"), a corporation formed under the laws of the State of Nevada, desires
from time to time to obtain credit facility or financial accommodations in an
aggregate principal amount not to exceed Ten Million Five Hundred Thousand US
Dollars ($10,500,000.00) (the "Loan Facility") from BANK OF INDIA, NEW YORK
BRANCH (hereinafter with its successors and assigns referred to as the "Bank");
and
WHEREAS, the undersigned (hereinafter referred to as the "Guarantor"), an
individual resident of the State of New Jersey, represents that he is affiliated
with the Borrower and expects to derive advantage from each and every such
accommodation;
(1) NOW, for valuable consideration, the receipt whereof by the
Guarantor is hereby acknowledged, and to induce the Bank, at its option, at any
time or from time to time, to extend financial accommodation pursuant to the
Loan Facility, including without limitation execution of loans, credit or
accommodation, with or without security, to or for the account of the Borrower,
or in respect of which the Borrower may be liable in any capacity, the Guarantor
hereby unconditionally guarantees to the Bank, irrespective of the validity,
regularity or enforceability of any instrument, writing or arrangement relating
to the subject of any such financial accommodation (each such instrument,
writing or arrangement being hereinafter referred to as, and included in the
term, "Credit Arrangement") or of the obligations thereunder and irrespective of
any present or future law or order of any government (whether of right or in
fact) or of any agency thereof purporting to reduce, amend or otherwise affect
any obligation of the Borrower or other obligor or to vary the terms of payment,
that the Borrower will promptly perform and observe every agreement and
condition in any Credit Arrangement to be performed or observed by the Borrower,
that all sums stated to be payable in, or which become payable under, any Credit
Arrangement, by the Borrower to the Bank now or hereafter, will be promptly paid
in full when due, whether at maturity or earlier by reason of acceleration or
otherwise or, if now due, when payment thereof shall be demanded by the Bank,
together with interest and any and all legal and other costs and expenses paid
or incurred in connection therewith by the Bank, and, in case of one or more
extensions of time of payment or renewals, in whole or in part, of any credit
arrangement or obligation, that the same will be promptly paid or performed when
due, according to each such extension or renewal, whether at maturity or earlier
by reason of acceleration or otherwise. Notwithstanding any other provision of
this guaranty to the contrary, the Guarantor's obligations hereunder shall not
exceed the unpaid principal amount of the Loan Facility; any overdraws and short
term extensions of credit on an ad hoc basis (except in the case of an
additional new facility); interest due on the Loan Facility and any such
overdraws or short term extensions of credit; and any legal and other costs and
expenses for which the Borrower may be liable to the Bank in accordance with the
provisions of the Loan Facility ("Guaranteed Obligations").
(2) The Guarantor hereby consents that from time to time without notice
to or further consent of the Guarantor, the performance or observance by the
Borrower of any Credit Arrangement or obligation may be waived or the time of
performance thereof extended by the Bank, and payment of any obligation hereby
guaranteed may be accelerated in accordance with
any agreement between the Bank and any party liable with respect thereto, or may
be extended, or any Credit Arrangement may be renewed in whole or in part or any
collateral may be exchanged, surrendered or otherwise dealt with as the Bank may
determine, and any of the acts mentioned in any Credit Arrangement may be done,
all without affecting the liability of the Guarantor hereunder. The Guarantor
hereby waives presentment of any instrument, demand or payment, protest and
notice of nonpayment or protest thereof or of any exchange, sale, surrender or
other handling or disposition of collateral.
(3) As security for its obligations hereunder, the Guarantor hereby
pledges to the Bank and gives it a general lien upon and/or right to set off of
the balance of every deposit account now or at any time hereafter existing, of
the Guarantor with the Bank and any other claim of the Guarantor against the
Bank, and any other property, rights and interests, of the Guarantor, or any
evidence thereof, which have been or at any time shall be delivered to or
otherwise come in to the possession, custody or control of the Bank or anyone
else for the Bank.
(4) This guaranty shall be a continuing guaranty, and the co-guarantor
or co-guarantors, if any, or any other party liable upon or in respect of any
obligation hereby guaranteed may be released without affecting the liability of
the Guarantor, and the Bank may continue to act in reliance hereon in accordance
with the terms hereof until the receipt by the Bank of written notice from the
Guarantor not to give accommodation in reliance thereon.
(5) The liability of the Guarantor under this guaranty shall be direct,
unlimited, absolute, continuing and unconditional and not conditional or
contingent upon the pursuit by the Bank of whatever remedies it may have against
the Borrower or its successors or assigns, or the security of the liens it may
possess, including other guarantees. It is understood that the Guarantor shall
be primarily liable with respect to its obligations hereunder. This guaranty is
valid as long as Borrower remains indebted to the Bank for the Guaranteed
Obligations.
(6) The Bank may assign this guaranty or any of its rights and powers
hereunder, with all or any of the obligations hereby guaranteed, and may assign
and/or deliver to any such assignee any of the security herefor and, in the
event of such assignment, the assignee hereof or of such rights and powers and
of such security, if any of such security be so assigned and/or delivered, shall
have the same rights and remedies as if originally named herein in place of the
Bank, and the Bank shall be thereafter fully discharged from all responsibility
with respect to any such security so assigned and/or delivered.
(7) Notice of acceptance of this guaranty and of the incurring of any
and all of the obligations of the Borrower hereinbefore mentioned is hereby
waived. The guaranty and all rights, obligations and liabilities arising
hereunder shall be construed according to the laws of the State of New York
without giving effect to principles of conflicts of laws.
(8) The Guarantor further agree(s) that, if at any time any part of any
payment theretofore applied by the Bank to any of the liabilities created hereby
or by the financial accommodations to the Borrower (hereinafter the
"Liabilities") is or must be rescinded or returned by the Bank for any reason
whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of the Debtor), such Liabilities shall, for the purpose of this
guaranty, to the extent that such payment is or must be rescinded or returned,
be deemed to have
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continued in existence, notwithstanding such application by the Bank, and this
guaranty shall continue to be effective or be reinstated, as the case may be, as
to such Liabilities, all as though such application by the Bank had not been
made.
(9) The Bank may from time to time, whether before or after any
discontinuance of this guaranty, at its sole discretion and without notice to
the Guarantor (or any of them), take any or all of the following actions (a)
retain or obtain a security interest in any property to secure any of the
Liabilities, (b) retain or obtain the primary or secondary obligation of any
obligor or obligors, in addition to the Guarantor, with respect to any of the
Liabilities, (c) extend or renew for one or more periods (whether or not longer
than the original period), alter or exchange any of the Liabilities (except
Liabilities of the Guarantor without his consent), or release or compromise any
obligation of any of the undersigned hereunder or any obligation of any nature
of any other obligor with respect to any obligation of any of the Liabilities,
(d) release its security interest in, or surrender, release or permit any
substitution or exchange for, all or any part of any property securing any of
the Liabilities or any obligations hereunder, or extend or renew for one or more
periods (whether or not longer than the original period) or release, compromise,
alter or exchange any obligation of any nature of any obligor with respect to
any such property, and (e) resort to the undersigned (or any of them) for
payment of any of the Liabilities, whether or not the Bank shall have resorted
to any property securing any of the Liabilities or any obligations hereunder or
sell property securing any of the Liabilities or any obligations hereunder or
shall have proceeded against any other Guarantor or any other obligor primarily
or secondarily obligated with respect to any of the Liabilities.
(10) The creation or existence from time to time of Liabilities in excess
of the amount to which the right of recovery under this guaranty is limited is
hereby authorized, without notice to Guarantor (or any of them), and shall in no
way affect or impair the rights of the Bank and the obligation of the Guarantor
under this guaranty.
(11) The Bank may, from time to time, whether before or after any
discontinuance of this guaranty, without notice to the Guarantor (or any of
them), assign or transfer any or all of the Liabilities or any interest therein;
and notwithstanding any such assignment or transfer or any subsequent assignment
or transfer thereof, such Liabilities shall be and remain Liabilities for the
purposes of this guaranty, and each and every immediate and successive assignee
or transferee of any of the Liabilities or of any interest therein shall, to the
extent of the interest of such assignee or transferee in the Liabilities, be
entitled to the benefits of this guaranty to the same extent as if such assignee
or transferee were the Bank; provided, however, that unless the Bank shall
otherwise consent, in writing, the Bank shall have an impaired right, prior and
superior to that of any such assignee or transferee, to enforce this guaranty,
for the benefit of the Bank, as to those of the Liabilities which the Bank has
not assigned or transferred.
(12) No delay on the part of the Bank in the exercise of any right or
remedy shall operate as a waiver thereof, and no single or partial exercise by
the Bank of any right or remedy shall preclude other or further exercise thereof
or the exercise of any other right or remedy; nor shall any modification or
waiver of any of the provisions of this guaranty be binding upon the Bank except
as expressly set forth in a writing duly signed and delivered on behalf of the
Bank. No action of the Bank permitted hereunder shall in any way affect or
impair the rights of the Bank and the obligation of the Guarantor under this
guaranty. For the purposes of this guaranty,
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Liabilities shall include all obligations of the Borrower to the Bank,
notwithstanding any right or power of the Borrower or anyone else to assert any
claim or defense as to the invalidity or unenforceability of any such obligation
of the Guarantor hereunder.
(13) This guaranty shall be binding upon the Guarantor, and upon the
heirs, legal representatives, successors and assigns of the Guarantor; or a
corporation, all references herein to the Borrower and to the Guarantor,
respectively, shall be deemed to include any successor or successors, whether
immediate or remote, to such partnership or corporation. If more than one party
shall execute this guaranty, the term "Guarantor" as used herein shall mean all
parties executing this guaranty and each of them and all such parties shall be
jointly and severally obligated hereunder.
(14) The undersigned agrees to the personal non-exclusive jurisdiction of
the courts of the State of New York, and the United States District Court of the
Southern District of New York in any action or proceeding directly or indirectly
arising out of or relating to this guaranty or the transactions contemplated
hereby, and legal process in any such action or proceeding may be served upon
the undersigned by personal delivery to the undersigned or by registered or
certified mail, return receipt requested, postage prepaid, or nationally
recognized courier, specifying next day delivery, with written verification of
receipt, addressed to the undersigned at the address set forth below the
signature.
SIGNED AND DELIVERED THIS ___ DAY OF MAY, TWO THOUSAND AND SIX.
___________________________________
XXXXXX XXXXX, Ph.D.
00 Xxxx Xxxxx
Xxxxxxx Xxxx, Xxx Xxxxxx 00000
ACCEPTED THIS ____DAY XX
XXX, 0000
XXXX XX XXXXX
By:___________________________
Name: Xx. X. Xxxxxxxxxxx
Title: Vice President
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STATE OF NEW JERSEY)
) ss.:
COUNTY OF )
On the ___ day of May in the year 2006 before me, the undersigned a notary
public in and for said state, personally appeared Xxxxxx Xxxxx, Ph.D.,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature in the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.
__________________________________
Signature and office of individual
taking acknowledgment
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