EXHIBIT 99.2
FORM OF
NOTICE OF GUARANTEED DELIVERY
AAIPHARMA INC.
Offer to Exchange its
11% Senior Subordinated Exchange Notes due 2010
that have been registered under the Securities Act
for any and all of its outstanding
11% Senior Subordinated Notes due 2010
that were issued and sold in a transaction
exempt from registration under the
Securities Act of 1933, as amended
Pursuant to the Prospectus dated , 2002
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This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's 11% Senior Subordinated Notes due 2010 (the
"Original Notes") are not immediately available, (ii) Original Notes, the Letter
of Transmittal and all other required documents cannot be delivered to Wachovia
Bank, National Association (the "Exchange Agent") on or prior to the Expiration
Date or (iii) the procedures for delivery by book-entry transfer cannot be
completed on a timely basis. This Notice of Guaranteed Delivery may be delivered
by hand, overnight courier or mail, or transmitted by facsimile transmission, to
the Exchange Agent. See "The Exchange Offer--Procedures for Tendering Original
Notes" in the Prospectus. In addition, in order to utilize the guaranteed
delivery procedure to tender Original Notes pursuant to the Exchange Offer, a
completed, signed and dated Letter of Transmittal relating to the Original Notes
(or facsimile thereof) must also be received by the Exchange Agent on or prior
to the Expiration Date. Capitalized terms not defined herein have the meanings
assigned to them in the Prospectus.
The Exchange Agent for the Exchange Offer is:
Wachovia Bank, National Association
By Mail By Overnight Carrier By Hand
Wachovia Bank, National Association Wachovia Bank, National Association Wachovia Bank, National Association
Corporate Trust Reorganization Corporate Trust Reorganization 40 Broad Street
525 West W. T. Harris Blvd., 3C3 1525 West W. T. Harris Blvd., 3C3 5th Floor, Suite 550
Charlotte, North Carolina 28288 Charlotte, North Carolina 28262 New York, New York 10004
Attn: Laura Richardson Attn: Laura Richardson
By Facsimile Transmission:
(For Eligible Institutions Only)
(704) 590-7628
To confirm by Telephone
(704) 590-7408
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to aaiPharma Inc., a Delaware
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Prospectus dated _________ __, 2002 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate principal amount of Original Notes set
forth below pursuant to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures."
Aggregate Principal Amount: $ Name(s) of Registered Holder(s):
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Amount Tendered: $ *
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Certificate No(s) (if available):
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$
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(Total Principal Amount Represented by Original Notes Certificate(s))
If Original Notes will be tendered by book-entry transfer, provide the following
information:
DTC Account Number:
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Date:
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* Must be in integral multiples of $1,000.
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All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
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PLEASE SIGN HERE
X
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X
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Signature(s) of Owner(s) or Authorized Signatory Date
Area Code and Telephone Number:
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Must be signed by the holder(s) of the Original Notes as their name(s)
appear(s) on certificates for Original Notes or on a security position listing,
or by person(s) authorized to become registered holder(s) by endorsement and
documents transmitted with this Notice of Guaranteed Delivery. If signature is
by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must
set forth his or her full title below and, unless waived by the Company, provide
proper evidence satisfactory to the Company of such person's authority to so
act.
Please print name(s) and address(es)
Name(s):
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Capacity:
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Address(es):
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GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, government securities broker or
government securities dealer; (iii) a credit union; (iv) a national securities
exchange, registered securities association or clearing agency; or (v) a savings
association that is a participant in a Securities Transfer Association (each of
the foregoing being referred to as an "Eligible Institution"), hereby guarantees
to deliver to the Exchange Agent, at one of its addresses set forth above,
either the Original Notes tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Original Notes to the Exchange
Agent's account at The Depository Trust Company ("DTC"), pursuant to the
procedures for book-entry transfer set forth in the Prospectus, in either case
together with one or more properly completed and duly executed Letter(s) of
Transmittal (or facsimile thereof) and any other required documents within three
New York Stock Exchange trading days after the date of execution of this Notice
of Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal (or facsimile thereof) and the Original Notes tendered hereby to the
Exchange Agent within the time period set forth above and that failure to do so
could result in a financial loss to the undersigned.
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Name of Firm Authorized Signature
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Address Title
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Zip Code
Area Code and Telephone Number: Date:
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NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING DEBT WITH THIS FORM. CERTIFICATES
FOR OUTSTANDING DEBT SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.