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EXHIBIT 10.43
LOAN AGREEMENT
between Novartis International XX
Xxxxxxxxxxxxxxxx 000, 0000 Xxxxx,
represented by the Novartis Venture Fund Lender
and Discovery Technologies AG
Xxxxxxxxxxxxxx 00, 0000 Xxxxxxxxx Borrower
and Discovery Partners International Inc.
0000 Xxxxx Xxxxxx Xxxxx, Xxx Xxxxx, XX 00000 XXX Guarantor
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1. The lender grants a loan to the borrower in the amount of CHF 2'600'000.
The loan is given to finance the development of technologies for the
discovery and design of novel bio-active compounds for the
pharmaceutical and agrochemical industry, in particular for the
high-through-put-screening (HTS).
2. The loan bears interest at an annual rate of 5%.
3. The loan is granted for a fixed period of eighteen months, i.e. until
June 30, 2001.
4. The loan must be used for the purposes mentioned in section 1. The
Novartis Venture Fund will be regularly informed during the loan period.
The borrower will report semiannually. The half-year (if available) and
the annual report will be submitted, and additional information will be
given on special request of the lender.
5. In case of substantial deviations of the annual budget or the business
activity from the business plan as submitted to the Novartis Venture
Fund, the lender must be informed immediately.
6. An extraordinary termination with a termination period of six weeks by
the Novartis Venture Fund is only possible if the funds granted
according to this agreement are not used for the purposes mentioned in
section 1.
7. A termination by the borrower is possible at any time. In case of
partial termination only amounts of at least CHF 500'000 can be
terminated and repaid.
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8. This loan agreement replaces the loan agreement between the borrower and
the Novartis Venture Fund (Novartis AG), dated May 30/June 2, 1997,
which referred to a junior debt between the parties. The new loan
according to this agreement is not junior and ranks pari passu with all
other debt of the borrower.
9. The amount of the loan of CHF 2'600'000 has been transferred to the
lender according to the loan agreement mentioned in section 8 above.
10. The borrower and the Novartis Venture Fund are also parties to an
agreement on the creation of non-voting shares (participation
certificates) and options. The borrower agrees to the immediate
termination of that agreement and waves all rights according to that
agreement.
11. The Novartis Venture Fund has granted a warranty of CHF 1'000'000 for
the borrower in favour of Xxxxxx Kantonalbank. This warranty expires on
December 31, 1999 and the original warranty declaration will be handed
over to the Novartis Venture Fund.
12. The loan according to this agreement will be secured by a guarantee from
Discovery Partners International Inc., the parent company of Discovery
Technologies AG. Discovery Partners International Inc. will sign a
guarantee declaration to that effect.
13. This agreement shall be construed and interpreted according to the laws
of Switzerland. Exclusive place of jurisdiction shall be Basel
(Switzerland).
Basel, 23.12.99 Allschwil, 23. December 1999
Novartis International AG Discovery Technologies AG
/s/ illegible /s/ illegible
/s/ illegible
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