EXHIBIT 10.14
CORPORATE GUARANTY
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CORPORATED GUARANTEE, dated as of May 22, 2006, by, ANDAPHARM, INC., a
Nevada corporation with offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ 334312424 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, ANDAPHARM, LLC, a Florida limited liability company with offices
located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ 334312424
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, BIONUTRICS HEALTH
PRODUCTS INC., a Delaware corporation with offices located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, INCON TECHNOLOGIES, INC., a Delaware
corporation with offices located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇, ▇▇▇▇ PHARMACEUTICALS, LLC, a Florida limited liability company with
offices located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
334312424 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
PHARMACEUTICALS, INC., a Nevada corporation with offices located at ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ 334312424 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, LIPOGENICS, INC., a Delaware corporation
with offices located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
SYNOVICS LABORATORIES, INC., a Delaware corporation with offices located at ▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and NUTRITION TECHNOLOGY CORP.,
a Nevada corporation with offices located at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (collectively, the "Guarantors", and each a Guarantor"), in
favor of BANK OF INDIA, New York Branch (the "Bank") located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, SYNOVICS PHARMACEUTICALS, INC., a Nevada corporation (hereinafter
referred to as "Borrower"), 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) from the Bank, as
evidenced by the Credit Agreement, dated as of May __, 2006 (the "Agreement"),
between the Borrower and the Bank; and
WHEREAS, each Guarantor hereby represents that it is affiliated with the
Borrower and expects to derive advantage from each and every such accommodation;
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, 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,
(1) The Guarantors, jointly and severally, 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, including without limitation, the Agreement, 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.
(2) Each Guarantor hereby consents that from time to time without notice
to or further consent of such 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 such ntor hereunder. Each 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, each 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
such Guarantor with the Bank and any other claim of such Guarantor against the
Bank, and any other property, rights and interests, of such 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
any Guarantor, and the Bank may continue to act in reliance hereon with respect
to any particular Guarantor until the receipt by the Bank of written notice from
such Guarantor not to give further accommodation in reliance thereon.
(5) The liability of the Guarantors under this guaranty shall be, joint
and several, 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 each
Guarantor shall be primarily liable with respect to its obligations hereunder.
The liability of the Guarantors is unlimited and this guaranty is valid as long
as Borrower remains indebted to the Bank pursuant to Credit Arrangement.
(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
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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 Guarantors, jointly and severally, 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 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 Guarantors (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 or any obligation hereunder;
(b) retain or obtain the primary or secondary obligation of any obligor
or obligors, in addition to any 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, 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.
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(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 the Guarantors (or any of them), and shall
in no way affect or impair the rights of the Bank and the obligation of the
Guarantors under this guaranty.
(11) The Bank may, from time to time, whether before or after any
discontinuance of this guaranty, without notice to the Guarantors (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 Guarantors under this
guaranty. For the purposes of this guaranty, 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 Guarantors hereunder.
(13) This guaranty shall be binding upon the Guarantors, and upon the
heirs, legal representatives, successors and assigns of the Guarantor; or a
partnership or a corporation, all references herein to the Borrower and to the
Guarantors, 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.
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(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 and legal process may be served upon or delivered
to the undersigned by regular mail addressed to the undersigned at the address
set forth below the signature.
SIGNED AND DELIVERED THIS ___ DAY OF MAY, TWO THOUSAND AND SIX.
GUARANTORS:
ANDAPHARM, INC.
By:
-------------------------------
Name:
Title:
ANDAPHARM, LLC
By:
-------------------------------
Name:
Title:
BIONUTRICS HEALTH PRODUCTS, INC.
By:
-------------------------------
Name:
Title:
INCON TECHNOLOGIES, INC.
By:
-------------------------------
Name:
Title:
▇▇▇▇ PHARMACEUTICALS, LLC
By:
-------------------------------
Name:
Title:
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▇▇▇▇ PHARMACEUTICALS, INC
By:
-------------------------------
Name:
Title:
LIPOGENICS, INC.
By:
-------------------------------
Name:
Title:
NUTRITION TECHNOLOGY CORP.
By:
-------------------------------
Name:
Title:
SYNOVICS LABORATORIES, INC.
By:
-------------------------------
Name:
Title:
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ACCEPTED THIS ____DAY ▇▇
▇▇▇, ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇
By:___________________________
Name: ▇▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
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▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK)
On the ____ day of May, 2006 before me, the undersigned a notary public in
and for the said state personally appeared ______________ 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 capacity as ______________ of Andpharm, Inc. 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
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On the ____ day of May, 2006 before me, the undersigned a notary public in
and for the said state personally appeared ______________ 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 capacity as ______________ of Andapharm, LLC 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
-▇-
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK)
On the ____ day of May, 2006 before me, the undersigned a notary public in
and for the said state personally appeared ______________ 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 capacity as ______________ of Bionutrics Health Products,
Inc. 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
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On the ____ day of May, 2006 before me, the undersigned a notary public in
and for the said state personally appeared ______________ 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 capacity as ______________ of Incon Technologies, Inc. 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
-▇-
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK)
On the ____ day of May, 2006 before me, the undersigned a notary public in
and for the said state personally appeared ______________ 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 capacity as ______________ of ▇▇▇▇, LLC 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
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On the ____ day of May, 2006 before me, the undersigned a notary public in
and for the said state personally appeared ______________ 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 capacity as ______________ of ▇▇▇▇ Pharmaceuticals, Inc.
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
-▇▇-
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK)
On the ____ day of May, 2006 before me, the undersigned a notary public in
and for the said state personally appeared ______________ 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 capacity as ______________ of Lipogenics, Inc. 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
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On the ____ day of May, 2006 before me, the undersigned a notary public in
and for the said state personally appeared ______________ 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 capacity as ______________ of Nutrition Technology Corp 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
-▇▇-
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) ss.:
COUNTY OF NEW YORK)
On the ____ day of May, 2006 before me, the undersigned a notary public in
and for the said state personally appeared ______________ 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 capacity as ______________ of Synovics Laboratories, Inc.
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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