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Exhibit 2.2
GUARANTY
This Guaranty (this "Guaranty") is made as of October 29, 2007
by Nycomed
S.C.A., SICAR, 8-10 rue Mathias Hardt, L 1717 Luxembourg, Grand
Duchy of
Luxembourg (the "Guarantor"), in favor of Bradley
Pharmaceuticals, Inc., a
Delaware corporation (the "Company"). Unless otherwise defined
herein, all
capitalized terms used herein shall have the meaning ascribed to
them in the
Agreement (as defined below).
WHEREAS, as an inducement to the Company's willingness to enter
into the
Agreement and Plan of Merger (as amended or otherwise
supplemented from time to
time, the "Agreement"), dated as of October 29, 2007, by and
among Nycomed US
Inc., a New York corporation ("Parent"), Phase Merger Sub Inc.,
a Delaware
corporation and a wholly-owned subsidiary of Parent ("Merger
Sub"), and the
Company, the Guarantor has agreed to guarantee the payment and
performance by
Parent and Merger Sub, respectively, of their Obligations (as
defined below)
under the Agreement.
NOW, THEREFORE, the Guarantor hereby agrees with the Company as
follows:
Section 1. Guaranty of Obligations. The Guarantor hereby
irrevocably,
absolutely and unconditionally guarantees to the Company the
payment when due,
and the performance, of all liabilities, agreements and other
obligations of
Parent and Merger Sub to the Company, whether direct or
indirect, absolute or
contingent, due or to become due, secured or unsecured, now
existing or
hereafter arising under the Agreement (the "Obligations"). This
Guaranty is an
absolute, unconditional and continuing guarantee of the full and
punctual
payment and performance of the Obligations, and not a guarantee
of collection.
Section 2. Representations and Warranties. The Guarantor
represents and
warrants that:
(a) Organization and Good Standing. The Guarantor is a
partnership limited by shares (societe en commandite par
actions) duly organized
and validly existing in good standing under the laws of the
Grand Duchy of
Luxembourg and has full power and authority to own its
properties and to conduct
its business as such properties are presently owned and such
business is
presently conducted.
(b) Power and Authority; Due Authorization. The Guarantor
has
all necessary corporate power and authority to execute and
deliver this Guaranty
and to perform all its obligations hereunder. The execution,
delivery and
performance of this Guaranty has been duly authorized by all
necessary corporate
action.
(c) Binding Obligations. This Guaranty constitutes the
legal,
valid and binding obligation of the Guarantor, enforceable
against the Guarantor
in accordance with its terms, except as such enforceability may
be limited by
bankruptcy, insolvency, reorganization or other similar laws
affecting the
enforcement of creditors rights generally and by general
principles of equity,
regardless of whether such enforceability is considered in a
proceeding in
equity or at law.
Section 3. Guarantor's Acknowledgment. The Guarantor hereby
acknowledges
that the Company entered into the transactions contemplated by
the Agreement in
reliance upon the execution of this Guaranty.
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Section 4. Termination of Guaranty. The Guarantor's obligations
hereunder
shall continue in full force and effect until the closing of the
transactions
contemplated by the Agreement or the termination thereof as
provided therein
(except that Sections 1, 3 and 5 through 12 hereof shall survive
such
termination).
Section 5. Successors and Assigns. This Guaranty shall be
binding upon the
Guarantor and its successors and assigns, and shall inure to the
benefit of and
be enforceable by the Company and its respective successors,
transferees and
assigns. The Guarant
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