AGREEMENT
                                    ---------


        This  Agreement  (the " Agreement")  is entered into and effective as of
the day of November 30, 2007 (the  "Effective  Date"),  by and between  SYNOVICS
PHARMACEUTICALS,  INC., a Nevada  corporation  ("SYNOVICS")  and JOHN S. COPANOS
("COPANOS").

                             PRELIMINARY STATEMENTS
                             ----------------------

        A.      On or about May 21, 2007,  SYNOVICS executed that certain Second
Amended and Restated Business  Promissory Note (the "Note") in favor of COPANOS,
dated as of May 20, 2006,  in the  original  principal  amount of Three  Million
($3,000,000.00)  Dollars,  a copy of which is  attached  hereto  and made a part
hereof as Exhibit A,  pursuant to which  SYNOVICS was  obligated to make,  among
other payments,  an interest payment,  in the amount of Two Hundred  Fifty-Eight
Thousand Forty-One and 51/100  ($258,041.51)  Dollars, on October 3, 2007, which
amount  was not paid by it.

        B.      The parties desire to comprise and amicably resolve their issues
with  respect to SYNOVICS'  payment  obligations  under the Note to COPANOS,  in
accordance with the terms and conditions of this Agreement.

        NOW, THEREFORE, for and in consideration of the amount set forth in this
Agreement,  COPANOS'  refraining  from  pursuing his remedies at this time,  the
mutual covenants herein contained and other good and valuable consideration, the
receipt and  adequacy  of which are  forever  acknowledged  and  confessed,  the
parties agree as follows:

                                    AGREEMENT
                                    ---------

        1.      The above recitals are true and correct.

        2.      DEFINITIONS.  The following defined terms shall have the meaning
stated:

                2.1.    The term "SYNOVICS" means SYNOVICS PHARMACEUTICALS, INC.
acting:  (i) on its own  behalf;  and (ii) on  behalf  of  directors,  officers,
employees,  successors,  insurers, attorneys, lenders, creditors,  shareholders,
agents,   assigns,   parent   corporations,   sister   corporations,   affiliate
corporations,  subsidiaries  and all other  persons,  natural or  corporate,  in
privity with SYNOVICS.

                2.2.    The term "COPANOS" means JOHN S. COPANOS, acting: (i) on
his own behalf; and (ii) on behalf his heirs, beneficiaries,  estate, executors,
legatees, representatives, successors and assigns.

        3.      PAYMENTS.  SYNOVICS  shall pay  COPANOS  Two Million Two Hundred
Fifty-Eight Thousand Forty-One and 51/100 ($2,258,041.51)  Dollars, which amount
represents  principal in the amount of Two Million  ($2,000,000.00)  Dollars and
accrued interest,  in the amount of Two Hundred  Fifty-Eight  Thousand Forty-One
and 51/100  ($258,041.51)  Dollars,  on or before August 1, 2008 (the  "Maturity
Date"),  together with interest,  at the rate of Twelve (12%) Percent per annum,
from and after October 3, 2007, as follows:

<PAGE>


                3.1.    Interest  payment in the amount of Eighty-Four  Thousand
Two Hundred Seventy-Two and 57/100  ($84,272.57)  Dollars shall be payable on or
before November 16, 2007.

                3.2.    Interest  payment  in the amount of  Sixty-One  Thousand
Seven Hundred Sixty-Three and 94/100 ($61,763.94) Dollars shall be payable on or
before November 30, 2007.

                3.3     Interest  payment  in the amount of  Fifty-Six  Thousand
Five Hundred Sixty-Seven and 35/100 ($56,567.35)  Dollars shall be payable on or
before December 7, 2007.

                3.4     Interest  payment  in the amount of  Fifty-Six  Thousand
Four Hundred Forty-Eight and 58/1 00 ($56,448.58) Dollars shall be payable on or
before December 14, 2007.

                3.5     Interest  payment  in the amount of  Fifty-Six  Thousand
Three Hundred and Twenty-Nine and 81/100  ($56,329.81)  Dollars shall be payable
on or before December 21, 2007.

       After the December 21, 2007 payment, and presuming timely compliance with
the foregoing  payment  terms,  the principal and interest then due and owing by
SYNOVICS to COPANOS will be Two Million ($2,000,000.00)  Dollars, plus interest,
which amount shall be payable as follows:

                3.6     Principal  payment  in the  amount of One  Million  Five
Hundred Thousand ($1,500,000.00)  Dollars,  together with all accrued and unpaid
interest,  at the rate of twelve (12%) percent per annum,  on or before  January
15, 2008.

       After the January 15, 2008 payment,  and presuming timely compliance with
the foregoing  payment  terms,  the principal and interest then due and owing by
SYNOVICS to COPANOS will be Five Hundred Thousand  ($500,000.00)  Dollars,  plus
interest, which amounts shall be payable as follows:

                3.7     Interest   payment  in  the  amount  of  Five   Thousand
Ninety-Five and 78/1 00 ($5,095.78) Dollars, on or before February 15, 2008.

                3.8     Interest  payment in the amount of Four  Thousand  Seven
Hundred Sixty-Seven and 02/100 ($4,767.02) Dollars, on or before March 15, 2008.

                3.9     Interest   payment  in  the  amount  of  Five   Thousand
Ninety-Five and 78/100 ($5,095.78) Dollars, on or before April 15, 2008.

                3.10    Interest  payment  in the amount of Four  Thousand  Nine
Hundred Thirty-One and 40/100 ($4,931.40) Dollars, on or before May 15, 2008.

                3.11    Interest   payment  in  the  amount  of  Five   Thousand
Ninety-Five and 78/1 00 ($5,095.78) Dollars, on or before June 15, 2008.

                                       2
<PAGE>


                3.12    Interest  payment  in the amount of Four  Thousand  Nine
Hundred Thirty- One and 40/100 ($4,931.40) Dollars, on or before July 15, 2008.

                3.13    Principal  in  the  amount  of  Five  Hundred   Thousand
($500,000.00)  Dollars,  together with all accrued and unpaid  interest,  at the
rate of twelve (12%) percent per annum, on or before August 1, 2008.

                3.14    Principal  amounts   outstanding  under  this  Note  may
otherwise be prepaid at any time at the option of SYNOVICS, in whole or in part,
without premium or penalty.

                3.15    There shall not be any grace  period,  whatsoever,  with
respect  to  any  payments  due  under  this  Agreement.  SYNOVICS  specifically
acknowledges  that time is of the essence in this Agreement.  The payments to be
made by SYNOVICS,  pursuant to Sections 3.1 through 3.13 above, shall be made by
wire transfer to COPANOS, pursuant to wiring instructions provided by COPANOS or
his attorney to SYNOVICS prior to the aforesaid  payment dates.

        4.      JUDGMENT.  In the event SYNOVICS fails to abide by the terms and
conditions  of this  Agreement  and not remit any payment  timely when due, then
SYNOVICS  will be  considered  to be in  default  from the  time the  stipulated
payment became due.

                4.1     COPANOS  shall then proceed with  litigation by filing a
Complaint  in the Circuit  Court in Broward  County,  Florida,  without  further
notice  and/or  conditions  precedent.  Once a Complaint is filed by COPANOS and
SYNOVICS is served with the  lawsuit,  SYNOVICS  waives any and all  defenses to
such  action  and agrees to a Final  Judgment,  without  necessity  of a further
hearing,  for the sum of Two Million Two Hundred Fifty-Eight  Thousand Forty-One
and 51/100 ($2,258,041.51)  Dollars, plus all accrued and unpaid interest at the
rate of Twelve (12%) Percent per annum,  as of the date of such judgment,  which
amount shall be stipulated in such judgment, less those payments previously made
by SYNOVICS to COPANOS, pursuant to paragraph 3 above, plus additional interest,
at the rate of  Eighteen  (18%)  percent  per annum,  from and after the date of
default, and for execution to issue forthwith.

                4.2     COPANOS and SYNOVICS  expressly  waive both their rights
to a trial by jury.

                4.3     Once full  payment is made by SYNOVICS  and  received by
COPANOS,  COPANOS will provide  SYNOVICS with a  Satisfaction  of Payment and/or
Release.  If an  action  was  filed in  Court,  COPANOS  will  file a  Voluntary
Dismissal  With  Prejudice  with the Court  where the action was filed once full
payment is received.

        5.      BANKRUPTCY. SYNOVICS further acknowledges and agrees that in the
event of the filing of a voluntary  or  involuntary  bankruptcy,  whether  under
Chapter  7,  Chapter  11, or  otherwise,  under  the  Federal  Bankruptcy  Code,
involving SYNOVICS,  prior to the date on which SYNOVICS has fully satisfied its
payment  obligations,  pursuant  to  paragraph  3 above,  it shall  specifically
request of the bankruptcy court, that its debt to COPANOS,  in the amount of the
remaining monies due and owing by it, pursuant to paragraph 3 above, not

                                       3
<PAGE>


be  discharged  in  bankruptcy  and that such debt to COPANOS shall survive such
bankruptcy filing, together with the discharge of same.

        6.      SEVERABILITY.  In the event any  provision of this  Agreement is
held to be unenforceable,  void, or invalid for any reason, the unenforceability
or invalidity  thereof shall not affect the remainder of this  Agreement,  which
shall remain in full force and effect and  enforceable  in  accordance  with its
terms.

        7.      CONSTRUCTION AND INTERPRETATION.  When the context requires, the
gender of all words shall include the masculine,  feminine,  and neuter, and the
number of all words shall include the singular and plural.  The  paragraphs  and
other headings  contained in this Agreement are for reference  purposes only and
shall not affect in any way the  meaning or  interpretation  of this  Agreement.
This Agreement  shall be construed  without  regard to any  presumption or other
rule  requiring  construction  against the party  causing  this  Agreement to be
drafted.

        8.      WAIVER.  All  waivers to be  effective  shall be in writing  and
signed by the waiving party. One or more waivers of a breach of any provision of
this Agreement shall not be construed as a waiver of a subsequent  breach of the
same or any other provision, nor shall any delay or omission by a non-defaulting
party to seek a remedy for any breach of this Agreement or otherwise to exercise
the rights accruing to a non-defaulting party by reason of such breach be deemed
a waiver by a  non-defaulting  party of its  remedies and rights with respect to
such breach.

        9.      AMENDMENT AND MODIFICATION.  No amendment or modification of the
terms of this Agreement shall be binding unless reduced to writing and signed by
each of the parties hereof.

        10.     ENTIRE AGREEMENT.  This Agreement  contains the entire Agreement
by and between the parties and  supersedes  any and all previous  discussions or
agreements,  written or oral, by and between the parties relating to the subject
matter of this Agreement.

        11.     JURISDICTION:  VENUE:  INCONVENIENT  FORUM. Any suit,  action or
proceeding with respect to this Agreement,  or any judgment entered by any court
in respect to this Agreement  shall be brought  exclusively in the courts of the
State of Florida  located in Broward  County,  Florida to the  exclusion  of any
other Court and the parties accept the exclusive personal  jurisdiction of those
courts for the  purpose of any suit,  action or  proceeding.  In  addition,  the
parties  knowingly,  intentionally and irrevocably  waive, to the fullest extent
permitted by law, any  objection  which they may now or later have to the laying
of venue of any suit,  action or  proceeding  arising out of or relating to this
Agreement, or any judgment entered by any court brought in the State of Florida,
located in Broward County, and further, knowingly, intentionally and irrevocably
waive any claim  that any suit,  action or  proceeding  brought  in the State of
Florida located in Broward County has been brought in any inconvenient forum.

        12.     BENEFIT. All of the terms and provisions of this Agreement shall
be binding  upon,  inure to the  benefit of, and be  enforceable  by the parties
hereto and their respective administrators,  executives,  legal representatives,
heirs, successors and permitted assigns.

                                       4
<PAGE>


        13.     COUNTERPARTS.   This  Agreement  may  be  executed  in  multiple
counterparts,  each of which shall be deemed to be an original  and all of which
together shall be deemed to be one and the same instrument.

        14.     GOVERNING  LAW.  This  Agreement has been executed and delivered
and shall be construed and enforced in accordance  with the laws of the State of
Florida, without regard to Florida's conflicts of laws principles.


        IN WITNESS WHEREOF,  the parties have duly executed this Agreement as of
the date first written above.

COPANOS:

                                         /s/ John S. Copanos
                                       -----------------------------------------
John S. Copanos


SYNOVICS PHARMACEUTICALS, INC., a Nevada corporation:

By:  /s/ Ronald Howard Lane
   ---------------------------------------------
   Ronald Howard Lane, PhD, Chairman and CEO





[NOTARIZATION PAGE FOLLOWS]


                                       5
<PAGE>


                                    EXHIBIT A

         SECOND AMENDED AND RESTATED BUSINESS PROMISSORY NOTE, DATED AS
         --------------------------------------------------------------
                                 OF MAY 20, 2006
                                 ---------------

                                 (COPY ATTACHED)


                                       6
<PAGE>

$3,000,000.00                                                 As of May 20, 2006

              SECOND AMENDED AND RESTATED BUSINESS PROMISSORY NOTE

        FOR VALUE RECEIVED, Synovics Pharmaceuticals, Inc., a Nevada corporation
("Borrower"),  promises to pay to the order of John S. Copanos ("Lender"), Three
Million Dollars ($3,000,000 00), with interest, as provided herein.

        1. PRINCIPAL AND INTEREST  PAYMENTS.  The principal amount of this Note,
plus all accrued and unpaid interest, shall be due and payable as follows:

        As of July 5, 2007,  the total  amount owing by Borrower to Lender shall
be Three Million Two Hundred  Fifty-Three  Thousand Three Hundred  Fifty-Six and
16/100 ($3,253,356.16)  Dollars,  representing principal, in the amount of Three
Million  ($3,000,000.00)  Dollars  and  accrued  interest,  in the amount of Two
Hundred  Fifty-Three  Thousand Three Hundred Fifty-Six and 16/100  ($253,356.16)
Dollars.  On July 5, 2007,  Borrower  shall pay  Lender  the sum of One  Million
($1,000,000.00)  Dollars,  thereby  reducing the principal and interest then due
and owing by Borrower to Lender to Two Million Two Hundred Fifty-Three  Thousand
Three  Hundred  Fifty-Six  and 16/100  ($2,253,356.16)  Dollars.  The  foregoing
accrued  interest,  in the  amount of Two  Hundred  Fifty-Three  Thousand  Three
Hundred Fifty-Six and 16/100  ($253,356.16)  Dollars,  plus additional  interest
accrued  thereon,  at the rate of Seven and One-Half (7 1/2%) Percent per annum,
in the amount of Four Thousand Six Hundred  Eighty-Five  and 35/100  ($4,685.35)
Dollars,  for  total  accrued  interest  owing  in the  amount  of  Two  Hundred
Fifty-Eight Thousand and Forty-One and 51/100 ($258,041.51) Dollars shall be due
and payable by Borrower to Lender on October 3, 2007.

        Thereafter,  Borrower  shall make a  principal  payment to Lender on the
second (2nd)  anniversary  date of this Note, May 20, 2008, in the amount of One
Million ($1,000,000.00)  Dollars,  together with all accrued and unpaid interest
to such date.  Borrower  shall make a final  principal  payment to Lender on the
third (3rd)  anniversary  date of this Note,  May 20, 2009, in the amount of One
Million ($1,000,000.00)  Dollars,  together with all accrued and unpaid interest
to such date.

        Principal  amounts  outstanding under this Note may otherwise be prepaid
at any time at the option of Borrower,  in whole or in part,  without premium or
penalty.

        Borrower  and  Lender  acknowledge  and agree  that the  portion  of the
purchase price paid by Borrower to Lender for Lender's  membership units of Kirk
included Kirk's debt to Lender for deferred  compensation owed by Kirk to Lender
and that that deferred compensation will be paid by Borrower to Lender as a part
of the principal payment due under this Note on May 20, 2009.

        2.  INTEREST  PAYMENTS.  This Note  shall  bear  interest  on the unpaid
principal balance from the date hereof at the rate of seven and one half percent
(7 1/2%) per annum, payable as set forth in paragraph 1 hereof.

        3. OPTIONS TO CONVERT TO COMMON  STOCK.  Lender shall have the option to
convert  any payment of  principal  and/or  interest  then due and owing to him,
consistent with the provisions  contained in paragraph 1 above,  into Borrower's
common stock,  through a private


                                       1
<PAGE>

placement,  on the dates such  principal  and/or  interest  payments are due and
payable (the "Payment  Date"),  at the Conversion  Price which is defined as the
lesser of: (a) Two Dollars and Forty Cents ($2.40), relative to the payment date
of May 20, 2007; Three Dollars Forty Cents ($3.40), relative to the payment date
of May 20, 2008; and Four Dollars Forty Cents  ($4.40),  relative to the payment
date of May 20,  2009;  or (b) the price  that is eighty  (80%)  percent  of the
trailing  thirty (30) day average  trading price of the common stock of Borrower
for the thirty (30) days prior to the relevant  Payment  Date.  In the event the
Payment  Date is neither May 20,  2007,  May 20,  2008,  nor May 20,  2009,  the
Conversion Price set forth in (a) above shall not be applicable but, rather, the
Conversion Price shall be determined pursuant to (b) above. However, in no event
shall the Conversion Price be less than Two Dollars ($2.00) per share.

        In  order  for  Lender  to  exercise  any  option,  consistent  with the
foregoing,  he shall  provide  written  notice  of same to the  Chief  Executive
Officer of Borrower,  to Borrower's  office at 2575 East Camelback  Road,  Suite
450, Phoenix,  Arizona 85016,  confirmed by facsimile to 602-508-0115 and to the
Broward County, Florida address at 5253 NW 35th Avenue, Fort Lauderdale, Florida
33309 (the "Option  Notice") at least fifteen (15) days prior to the  applicable
Payment Date.

        Lender  shall  be able to  exercise  his  options  consistent  with  the
foregoing,  in whole or in part,  meaning that Lender's  failure to exercise one
(1) or more options  provided  hereunder  shall not preclude him from exercising
subsequent  options,  relative to subsequent  principal and/or interest payments
due and owing pursuant to this Note.  However,  absent any exercise by Lender of
his options,  consistent with the foregoing, the payment provisions contained in
paragraph 1 shall apply and be controlling.

        4. METHOD OF PAYMENT.  All payments of principal  and interest  shall be
made by the transfer of  immediately  available  funds to such account as Lender
shall designate from time to time. If any payment date shall fall on a day other
than a business  day,  the payment due on such date shall he payable on the next
succeeding business day or any.

        5.  DEFAULT.  If Borrower  shall fail to make a payment of  principal or
interest  when due or to comply  with any of the  other  terms,  provisions  and
conditions of this Note, and such failure to pay or perform shall continue for a
period of thirty (30)  business days  following  written  notice from Lender,  a
default shall be deemed to have  occurred  under this Note and Lender shall have
the  right  to  pursue  all  remedies  available  to  him.  Notwithstanding  the
foregoing,  with regard to the first (1st) principal  payment due, in the amount
of One  Million  ($1,000,000.00)  Dollars,  on July 5, 2007,  together  with the
interest  payment,  in  the  amount  of Two  Hundred  Fifty-Eight  Thousand  and
Forty-One and 51/100 ($258,041.51)  Dollars, due on October 3, 2007, if Borrower
shall fail to make either  payment  when due, a default  shall be deemed to have
occurred  under this Note without the  requirement of Lender  providing  written
notice of such  default to  Borrower  and  without  providing  Borrower  with an
opportunity to cure such default.  If at any time Lender incurs costs in respect
of the  collection of  indebtedness  hereunder,  including  attorneys'  fees and
expenses,  Lender shall be entitled to immediate reimbursement from the Borrower
for all such costs  incurred  (or at his option elect to add such amounts to the
principal  balance of the  indebtedness).  After maturity or default,  this Note
shall bear interest at the rate of eighteen percent (18%) per annum.


                                       2
<PAGE>

        6. ACCELERATION. Lender shall have the right, at any time, to accelerate
and have the principal  balance then owing pursuant to this Note,  plus interest
accrued  thereon,  become  immediately  due and payable upon  written  notice to
Borrower, in the event Ronald H. Lane resigns or is removed from his position as
a member of the Board of Directors  of Kirk  Pharmaceuticals,  Inc.  ("Kirk") or
ceases to act, for any reason whatsoever,  as a member of the Board of Directors
of Kirk.

        7.  GOVERNING  LAW.  This Note shall he  governed  by and  construed  in
accordance  with the laws of the State of  Florida  excluding  the  conflict  or
choice of law principles  thereof,  and any suit brought in connection  with the
enforcement or  interpretation  of this Note may be brought in the courts of the
State of Florida or the federal courts in Florida  Borrower  hereby  irrevocably
submits to the non-exclusive jurisdiction of such courts

        8. MISCELLANEOUS.  Presentment,  notices of dishonor and demand, protest
and diligence in collection and bringing suit are hereby severally waived by the
Borrower.  No waiver of any default or failure or delay to exercise any right or
remedy by the  holders  of this Note  shall  operate as a waiver of any right or
remedy with  respect to the same or any other  occurrences.  This  written  Note
represents the final  agreement  between the parties and may not be contradicted
by evidence of prior,  contemporaneous,  or subsequent,  oral  agreements of the
parties. There are no unwritten oral agreements between the parties.

        9. WAIVER OF JURY TRIAL. IN ANY COURT ACTION RELATING TO THIS NOTE, EACH
OF BORROWER AND LENDER WAIVES ANY RIGHT TO TRIAL BY JURY



                           [Signature Page to Follow]







                                       3
<PAGE>


        IN WITNESS WHEREOF,  Borrower has caused this Note to be executed by its
duly authorized officers.

                                            SYNOVICS PHARMACEUTICALS, INC


Attest:
                                            By:  /s/ Ronald H. Lane
                                                --------------------------------
                                                   Ronald Howard Lane, PhD
   /s/ Ronald H. Lane                              Chairman, CEO and President
----------------------------
        Secretary





                                     NOTICE

THIS NOTE HAS NOT BEEN  REGISTERED  PURSUANT TO THE  SECURITIES  ACT OF 1933, AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED
OR SOLD UNLESS IT IS REGISTERED  UNDER THE APPLICABLE  SECURITIES LAWS OR UNLESS
AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.





                                       4