EXHIBIT 99.3
FORM OF
INSTRUCTION TO REGISTERED HOLDER AND/OR DEPOSITORY
TRUST COMPANY PARTICIPANT FROM BENEFICIAL OWNER
For
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
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON MONDAY, AUGUST 5, 2002, UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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To Registered Holder and/or Depository Trust Company Participant:
The undersigned hereby acknowledges receipt of the Prospectus dated
July 1, 2002 (the "Prospectus") of aaiPharma Inc., a Delaware corporation
(the "Company"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer") to exchange its 11% Senior Subordinated Exchange Notes due 2010 (the
"Exchange Notes"), which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for all of its outstanding 11% Senior
Subordinated Notes due 2010 (the "Original Notes"). Capitalized terms used but
not defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or Depository Trust
Company Participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Original Notes held by you for the account of
the undersigned.
The aggregate face amount of the Original Notes held by you for the
account of the undersigned is (FILL IN AMOUNT):
$ of the 11% Senior Subordinated Notes due 2010.
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With respect to the Exchange Offer, the undersigned hereby instructs
you (CHECK APPROPRIATE BOX):
[ ] To TENDER the following Original Notes held by you for the
account of the undersigned (INSERT PRINCIPAL AMOUNT OF
OUTSTANDING DEBT TO BE TENDERED (IF LESS THAN ALL)):
$
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[ ] NOT to TENDER any Original Notes held by you for the account
of the undersigned.
If the undersigned instructs you to tender the Original Notes held by
you for the account of the undersigned, it is understood that you are authorized
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
undersigned is not an "affiliate" of the Company, (ii) any Exchange Notes to be
received by the undersigned are being acquired in the ordinary course of its
business, (iii) the undersigned has no arrangement or understanding with any
person to participate in a distribution (within the meaning of the Securities
Act) of Exchange Notes to be received in the Exchange Offer, and (iv) if the
undersigned is not a broker-dealer, the undersigned is not engaged in, and does
not intend to engage in, a distribution (within the meaning of the Securities
Act) of such Exchange Notes. The Company may require the undersigned, as a
condition to the undersigned's
eligibility to participate in the Exchange Offer, to furnish to the Company (or
an agent thereof) in writing information as to the number of "beneficial owners"
within the meaning of Rule 13d-3 under the Exchange Act on behalf of whom the
undersigned holds the Original Notes to be exchanged in the Exchange Offer. If
the undersigned is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Original Notes, it represents that the Original Notes to
be exchanged for Exchange Notes were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
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SIGN HERE
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Name of beneficial owner(s)
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Signature
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Name(s) (please print)
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(Address)
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(Telephone Number)
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(Taxpayer Identification or Social Security Number)
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Date
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