August 2, 2000
Catalytica, Inc.
430 Ferguson Drive
Mountain View, CA 94043
Ladies and Gentlemen:
In consideration of Catalytica, Inc. (the "Company") agreeing to enter into that
certain Agreement and Plan of Merger, dated as of August 2, 2000 (the "Merger
Agreement"), among Synotex Company, Inc. ("Parent"), a Delaware corporation and
a wholly-owned subsidiary of DSM, N.V. (the "Guarantor") and Synotex Acquisition
Corporation ("Merger Sub" and, together with Parent, the "Guaranteed Entities"),
a Delaware corporation and a wholly-owned subsidiary of Parent, the Guarantor
does hereby guarantee irrevocably and unconditionally the full and complete
performance by the Guaranteed Entities of all obligations and liabilities,
whether now in existence or hereafter arising, of the Guaranteed Entities under
the Merger Agreement; provided, that nothing in this guarantee shall be deemed a
waiver of any condition precedent to any obligation of the Guaranteed Entities
pursuant to the Merger Agreement.
This guaranty shall continue in full force and effect until the earlier of the
full and complete performance by the Guaranteed Entities of all obligations and
liabilities under the Merger Agreement and the termination of the Merger
Agreement in accordance with its terms.
This guaranty shall be governed by and construed in conformity with the laws of
the State of Delaware. All disputes arising out of or in connection with this
guarantee shall be solely and exclusively resolved by a court of competent
jurisdiction in the State of Delaware. Guarantor hereby consents to the
jurisdiction of the courts of the State of Delaware. Guarantor hereby consents
to the jurisdiction of the courts of the State of Delaware and the United States
District Court of the District of Delaware and waives any objections or rights
as to forum nonconveniens, lack of personal jurisdiction or similar grounds with
respect to any dispute relating to this guarantee.
Very truly yours,
DSM, N.V.
By: /s/ Jan Zuidam
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Name: Jan Zuidam
Title: Member of Managing Board
By: /s/ Arnold Gratama van Andel
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Name: Arnold Gratama van Andel
Title: Corporate Vice-President
