GUARANTY
The undersigned hereby jointly and severally guaranty to Sherwood Medical
Company, a Delaware corporation doing business as Xxxxxxxx-Xxxxx & Xxxx
("Xxxxxxxx"), its successors and assigns, the payment of the maximum aggregate
amount of one million dollars ($ 1,000,000.00), reduced as hereinafter provided,
upon receipt of written notice from Sherwood that the Triggering Event (as
hereinafter defined) has occurred. For purposes of this Guaranty, "Triggering
Event" shall mean the failure of Univec, Inc., a New York corporation
("Univec"), to order Products having an aggregate purchase price of $6,700,000
based on the invoice price (the "Invoice Price") to Univec during the thirty-six
(36) month period (the "Order Period") commencing on the date hereof, all in
accordance with the terms of that certain O.E.M. Supply Agreement (the "OEM
Supply Agreement") dated the date hereof between Sherwood and Univec and to take
delivery of and pay for such Products as are so ordered and actually delivered
by Xxxxxxxx to Univec; provided. however, that if Xxxxxxxx accepts an order from
Univec and fails to fulfill such order for any reason then solely for the
purpose of this Guaranty, Univec shall be credited for the full Invoice Price
that would have been charged to Univec had such order been fulfilled by
Xxxxxxxx. The maximum aggregate amount payable by the undersigned under this
Guaranty shall be reduced by an amount equal to 14.925% of the Invoice Price for
Products ordered by Univec and paid for (or credited to Univec in accordance
with the proviso set forth in the immediately preceding sentence) in accordance
with the OEM Supply Agreement.
Xxxxxxxx shall give written notice of the occurrence of a Triggering Event.
Upon receipt of such notice, Univec, or the Guarantors on Univec's behalf, shall
have thirty (30) days during which to cure any deficiency. Any waiver, extension
of time or other indulgence granted to Univec from time to time by Xxxxxxxx, its
agents, successors or assigns, with respect to any payments due under the OEM
Supply Agreement shall not modify or amend this Guaranty which shall continue in
accordance with its terms.
This Guaranty shall terminate, become void and of no further force and
effect immediately upon the earliest to occur of the following: (i) the ordering
of Products and payment therefor by Univec having an aggregate purchase price of
$6,700,000 based on the Invoice Price thereof (including in the aggregate amount
of such payments any and all credits in Univec's favor for Products ordered and
not delivered by Xxxxxxxx as provided above) and (ii) the last day of the Order
Period if, prior to that date, Xxxxxxxx shall have failed for any reason to
deliver against Univec purchase orders therefor at least 100,000,000 Plungers
complying with the Specifications (as the same shall be agreed upon from time to
time) in accordance with the OEM Supply Agreement. Unless otherwise indicated
herein, capitalized terms used in this Guaranty shall have the meanings ascribed
to them in the OEM Supply Agreement. Any notices permitted or required under
this
Guaranty shall be delivered to Sherwood at 1915 Olive Street, St. Louis,
Missouri 63103 and to any Guarantor at the address set forth below his signature
hereto in the manner provided in Section 11 of the OEM Supply Agreement.
IN WITNESS WHEREOF, the undersigned have signed this Guaranty this 30th day
of May, 1996.
/s/ Xxxx Xxxxxxxxxx
-------------------------------
Xxxx Xxxxxxxxxx
Address: 3 EAGLE CHASE
-------------------------------
WOODBURY NEW YORK 11797
-------------------------------
/s/ Xxxx Xxxxx
-------------------------------
Xxxx Xxxxx
Address: 00 Xxxxx Xxxx
-------------------------------
Summit, New Jersey 07901
-------------------------------
/s/ Xxxx Xxxx
-------------------------------
Xxxx Xxxx
Address: 68 EAGLE CHASE
-------------------------------
WOODBURY, N.Y. 11797
-------------------------------
/s/ Xxxxx Xxxxxxxx
-------------------------------
Xxxxx Xxxxxxxx
Address: 00 Xxxxxx Xxxxxx
-------------------------------
Great Neck 11023
-------------------------------
