Exhibit 10.7
9 August 2000
Equipment Purchase Agreement
Between TERUMO Europe N.V
and Univec Inc.
INDEX
Article I - Definitions and interpretation 4
Article 2 - Sale and Purchase of the Equipment 5
Article 3 - Design, pre-shipment inspection and shipment 5
Article 4 - Delivery and Installation 6
Article 5 - Acceptance 6
Article 6 - Risk and ride to the Equipment 7
Article 8 - Warranties of the Seller 8
Article 9 - Assignment of the Manufacturers Warranties 9
Article 10 - Documentation 9
Article I I - Cancellation 9
Article 12 - Confidentiality 9
12.1 Seller's Obligations of Confidentiality 9
12.2 Purchaser's Obligations of Confidentiality 10
12.3 Disclosure to Employees 10
12.4 Disclosure to Media 10
12.5 Obligations survive termination 10
12.6 Permitted disclosures of Confidential Information 11
Article 13 - Miscellaneous 11
13.1 Notices 11
13.2 Waiver 11
13.3 Amendments 11
13.4 Force Majeure 11
Article 14 - Governing law and Jurisdiction 11
Article 15 -Agency 11
Article 16 - Suspensive Condition 12
Equipment Purchase Agreement
By and BETWEEN
TERUMO EUROPE N.V., a company having its registered office at 3001 Leuven
(Belgium), ▇▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 40;
hereinafter referred to as the "Purchaser";
AND:
UNIVEC INC., a company having its registered office at 11735 New York (USA), ▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇;
hereinafter referred to as the "Seller":
WHEREAS the Seller and Purchaser are entering into a Patent Licensing Agreement
and a Manufacturing Agreement relating to the production of Licensed Products
(as defined in those Agreements);
WHEREAS the manufacturing of the Licensed Products requires the installation of
certain Equipment at the premises of the Purchaser;
WHEREAS the Seller is in a position to design and procure the Equipment from a
qualified manufacturer and has expressed its interest in selling such Equipment
to the Purchaser.
WHEREAS the Seller is willing to sell the Equipment to the Purchaser who is
willing to acquire the Equipment subject to the terms and conditions set forth
in this Agreement
IT HAS BEEN AGREED UPON AS FOLLOWS
Article 1 - Definitions and Interpretation
In this Agreement (including the above recitals), unless the context
otherwise requires, the following capitalized words and expressions
shag have the meaning hereinafter defined:
"Agreement" shall mean the present agreement together with its Annexes;
"Business Day" shall mean a day that is not a Saturday, Sunday or
public holiday in Belgium
"Confidential Information" means all:
(a) know-how, trade secrets, ideas, marketing strategies, concepts, technical
and operational information owned or used by the Seller or the Purchaser (as the
case may be);
(b) information concerning the affairs or Products or any business, property or
transaction in which the Seller or the Purchaser (as the case may be) may be or
may have been concerned or interested;
(c) information about the terms of this Agreement
(d) information labeled by either party as confidential,
and any information which, by its nature or by the circumstances of its
disclosure, is or could reasonably be expected to be regarded as
confidential to:
(a) the Seller or the Purchaser (as the case may be); or
(b) any third party with whose consent or approval the Seller or the Purchaser
uses that information;
but does not include any information
(a) which is or becomes part of the public domain other than by reason of a
breach of the terms of this Agreement or
(b) which at the time of the disclosure is in possession of the disclosed party;
or
(c) which after the disclosure is developed independently of Confidential
Information disclosed by the other party.
"Equipment" shall mean the equipment as set forth in Annex I to this Agreement
"Installation" shall mean the mechanical positioning of the Equipment within the
manufacturing plant of the Purchaser and the successful completion of a starting
phase functional testing procedure;
"Installation Completion Date" shall mean the date on which the Installation
must be completed pursuant to section 4.1 of this Agreement
"Letter of Credit" shall mean the letter of credit in the form of Annex 11 to
this Agreement to be provided by a financial institution of good international
standing, acceptable to the Purchaser, providing for payment to the Purchaser of
certain amounts on the failure of the Seller to deliver the Equipment as more
fully set forth therein.
"Licensed Products" shall have the same meaning as defined under the Patent
Licensing Agreement
"Manufacturing Agreement" shall mean the manufacturing agreement relating to the
production of auto-disable syringes entered into by and between the Parties on
the same date as the present Agreement
"Patent Licensing Agreement" shall mean the licensing agreement granting to the
Purchaser the right to manufacture and sell the Licensed Products and entered
into by and between the Parties on the same date as the present Agreement
"Parties" or "Party" shall mean the, or one of the, signatories of this
Agreement
"Purchaser Letter of Credit" shall mean the letter of credit in the form of
Annex III to this Agreement
Article 2 - Sale and Purchase of the Equipment
Subject to the terms and conditions of this Agreement the Purchaser
undertakes to purchase from the Seller and the Seller undertakes to
sell to the Purchaser the Equipment in an entirely new and workable
condition (subject only to normal usage in testing and validating the
Equipment), within the delivery and installation period specified in
Article 3 hereof.
Article 3 - Design, pre-shipment inspection and shipment
3.1 The Seller shall, within 15 Business Days after the signing of this
Agreement provide the Purchaser with all necessary information in order to
enable the Purchaser to evaluate the design of the Equipment
If the design is not in compliance with the design specifications; set
forth in Annex 1, the Purchaser shall notify the Seller of such
non-compliance The Seller shall then take forthwith all appropriate
measures, at its own expense, to remedy such non-compliance of the
Equipment and shall inform the Purchaser of all measures taken in that
respect If the design is satisfactory to the Purchaser, the Purchaser
shall confirm its acceptance of ft design to the Seller.
All disputes between Seller and Purchaser concerning the design
specifications; shall be submitted to arbitration as set forth in Article
14.
3.2 Without prejudice to any other rights of the Purchaser under this
Agreement or under any laws the Seller shall allow the Purchaser or any
person designated by the Purchaser to carry out a first inspection and
testing of the Equipment prior to shipment The Seller shall notify the
Purchaser when the Equipment shall be available for such inspection and
testing and the Parties shall agree in good faith on the timing of such
inspection and testing. The Seller shall provide the Purchaser or any
person designated by the Purchaser with all necessary assistance for
carrying out such inspection.
If, after inspection and completion of the testing, the Equipment does not
comply with the technical specifications set forth in Annex I and/or if
the Equipment is defective, the Purchaser shall notify the Seller of such
non-compliance or defects. The Seller shall then take forthwith all
appropriate measures, at its own expense, to remedy such non compliance or
defects prior to the delivery of the Equipment and shall notify the
Purchaser of all measures taken in that respect If the inspection and
testing is satisfactory to the Purchaser, the Purchaser shall notif the
Seller that the Equipment can be shipped. All disputes between Seller and
Purchaser concerning the compliance of the Equipment with the design
specifications shall be submitted to arbitration as set forth in Article
14.
3.3 The Seller shall be solely responsible for arranging, at its own cost and
expense, appropriate transportation, and for taking out all necessary
insurance covering damage and/or loss or theft of the Equipment during the
transportation in order to deliver the Equipment pursuant to article 4
hereunder, free of any taxes (other than VAT), charges, duties or other
rights.
3.4 The Equipment shall be suitably packed, at Sellers cost so as to avoid
damage, destruction or theft during transportation.
Article 4 - Delivery and Installation
4.1 The Parties hereby mutually agree that the due and timel delivery and
installation of the Equipment is of the essence of this Agreement
The Seller shall (i) deliver and offload the Equipment a the Purchaser's
plant in Haasrode, prior to or on the last Business Day of a period of
twenty (20) weeks after the signing date of this Agreement and (ii)
complete the Installation of the Equipment at the Purchaser's plant prior
to or on the last Business Day of a period of twenty-three (23) weeks
after the signing date of this Agreement (such date, the "Installation
Completion Date). Notwithstanding the foregoing, Seller and Purchaser
shall endeavor to complete all of their responsibilities to have the
Equipment delivered and Installed in advance of the Installation
Completion Date, as soon as reasonably practicable after the date of this
Agreement The Seller shall be solely responsible for completing the
Installation of the Equipment at its costs to the satisfaction of the
Purchaser, except that the pre-installation costs at the premises of the
Purchaser will be at the charge of the Purchaser, as well as so-called
hook-up costs, for example: connection of electa, fluida, exhausts. Each
party shall be responsible for the due and timely performance of its
obligations with respect to the Installation in such a manner that the
Installation can be completed within three weeks following the arrival of
the Equipment at the Purchasers plant in Haasrode, Belgium.
4.2 If the completion of the Installation is delayed for any reason whatsoever
or if the Seller has any reason to anticipate that the Installation
Completion Date shall not be met the Seller shall forthwith inform the
Purchaser of such fact
Without any prejudice to any other remedies, in case the Seller has not
completed the Installation of the Equipment by the Installation Completion
Date and such delay is not caused by an event of Force Majeure or through
any action or inaction of the Purchaser, the Seller shall, at the request
of the Purchaser refund to the Purchaser, within two (2) Business Days
following request therefor from the Purchaser, any portion of the purchase
price already paid to the Seller by the Purchaser.
As a surety for the undertakings of the Seller under thi section 4 (as
more fully set forth in the Letters of Credit), the Seller shall provide
the Purchaser with the Letters of Credit in the forms as attached to this
Agreement as Annex 11 and Annex Ill.
If the Seller has not completed the Installation of the Equipment by the
Installation Completion Date, and such delay is not caused by an event of
Force Majeure or through any action or inaction of the Purchaser, the
Purchaser shall automatically and without further notice, and without
prejudice to any other rights under this Agreement or any laws, be
entitled to terminate this Agreement and to purchase equipment similar to
the Equipment from any other seller or manufacturer. For th avoidance of
any doubt it is understood and hereby confirmed by the Seller that the
Purchaser shall be entitled, without the further consent of the Seller and
notwithstanding any stipulation to the contrary, to utilize this
replacement equipment to manufacture the Licensed Products under the
Manufacturing Agreement and Patent Licensing Agreement
Article 5 - Acceptance
5.1 The Equipment shall be subject to inspection and testing by the purchaser.
Such inspection shall take place in accordance with the provisions and the
timing stipulated in Article 4.2. The Purchaser shall never be deemed to
hav accepted the Equipment as long as such inspection and testing have not
been accomplished successfully.
5.2 As long as the Purchaser has not accepted the Equipment in the manner
provided for under section 5.3 hereof, the Purchaser shall be entitle to
reject the Equipment if it does not comply with the Equipment
specifications set forth in Annex I or otherwise agreed upon in writing at
the occasion of the inspection and testing performed prior to shipment
pursuant to section 3.2. In such case, the Purchaser shall return the
non-complying Equipment to the Seller, at the Sellers risk and expense,
and the Seller shall reimburse the Purchaser for any portion of the
purchase price paid
5.3 Once the Purchaser has completed its inspection and testing of the
Equipment and has established that the Equipment is operating to the
reasonable satisfaction of the Purchaser in accordance with the
specifications set forth in Annex 1, the Purchaser shall accept the
Equipment by delivering a written certificat of acceptance to the Seller.
5.4 Acceptance of the Equipment or payment of the purchase price by the
Purchaser or any reimbursement by the Seller under the preceding sections
shall be without prejudice to any other right the Purchaser may invoke
under this Agreement or otherwise in relation to defects or non-compliance
of the Equipment.
Article 6-Risk and title to the Equipment
Unless otherwise agreed in writing between the Parties, title to the
Equipment shall pass to the Purchaser upon delivery to the Seller of the
written certificate of acceptance for the Equipment Risk of loss of the
Equipment shall pass to the Purchaser on delivery thereof to the
Purchaser's facility in Haasrode, Belgium.
Terumo and its insurers declare to waive all recourse they could exercise
against Univec and its agents or employees for any acts performed during
the Installation of the Equipment at the premises of the Purchaser, except
for wilful or malicious acts on their part
Article-7 Purchase price and payment
7.1 The purchase price to be paid by the Purchaser to the Seller for the
purchase of the Equipment shall be in the amount of [OMITTED CONFIDENTIAL
INFORMATION] by bank transfer to the account at FIBI Bank (Switzerland),
Ltd., designated by the Seller or (ii) through the Purchaser Letter of
Credit in each cas in accordance with the installments set forth in
section 7.2.
7.2 The payment of the purchase price shall be made in with the following
schedule:
(i) [OMITTED CONFIDENTIAL INFORMATION] (FIBI Bank will be permitted to dispose
of such funds in accordance with the terms of the Letter of Credit set
forth in Annex 11) but provided that the Letters of Credit are delivered
to the Purchaser,
(ii) [OMITTED CONFIDENTIAL INFORMATION] Payment of this portion of the purchase
price may be mad through the Purchaser Letter of Credit
(iii) [OMITTED CONFIDENTIAL INFORMATION] the Purchaser has no warranty claim
against the Seller.
7.3 Prior to or simultaneously with the payment of the portion of the purchase
price referred to in clause (i) of Section 7.2, the Purchaser shall provid
the Seller with the Purchaser Letter of Credit in the form as attached to
this Agreement as Annex Ill.
Article 8-Warranties of the Seller
8.1 The Seller warrants that the Equipment will be free from any defects,
hidden or not in design, material and workmanship at the time of
acceptance or any defects, hidden or not in design, material and
workmanship which develop under normal use and that the Equipment will be
fit for the purpose for which the Purchaser is purchasing the Equipment
The Seller further warrants that the Equipment will not infringe the
intellectual property rights of any third party.
8.2 The Seller shall promptly and at its costs and expenses (including but not
limited to all labor costs and traveling costs) repair or, if necessary,
replace the materials, parts or equipment found to be defective.
8.3 Any costs and risk of transportation and replacement of th defective
materials, parts or equipment including the costs for de-installation and
r installation, shall be borne by the Seller.
8.4 The Seller shall have no liability under the warranties set forth in
sections 8.1, 8.2 and 8.3 so far as any defects arise
(i) due to ordinary wear and tear,
(ii) as a result of willful damage or negligence of the Purchaser or
damages due to inappropriate operation by the Purchaser
(iii) in the event that the Purchaser has performed material physical
modifications to the Equipment without the authorization by the
Seller or any modification performed without the authorization of
the Seller that is the cause of the defect
8.5 The Seller shall have available for performing its duties hereunder and
delivering and installing the Equipment in due time, all required tools,
accessories and labor.
8.6 The Seller has, and shall have caused the manufacturer to have, fully
compiled with and will comply with all laws and regulations applicable to
the Equipment in Belgium (including health and safety standards), as well
as all EU regulations and legislation applicable to equipment identical to
or of the same type as the Equipment
8.7 [OMITTED CONFIDENTIAL INFORMATION]
8.8 As a guarantee for the due performance by the Seller of its warranty
obligations under this - Article 8, the Purchaser shall retain 5% of the
purchase price of the Equipment until one year following the Installation
Completion Date, it being understood that this retainer is not to be
construed as a limitation on the rights of the Purchaser to claim full
compensation of its prejudice if the warranty obligations of the Seller
are not satisfied.
Article 9- Assignment of the Manufacturers' Warranties
Without prejudice to the Seller's warranty obligations under Article 8
above, Seller shall at the time of ordering the Equipment from the
different manufacturers obtain from those manufacturers an undertaking,
confirmed in writing to the Purchaser, that the manufacturers agree to
extend their ordinary warranties directly to the benefit of the Purchaser.
Article 10- Documentation
Seller shall provide the Purchaser with all necessary documents (including
any relevant drawings) relating, among other, to the use, operation and
maintenance of the Equipment including, without limitation :
o operating instructions
o maintenance manuals,
o programming manuals,
o technical documentation,
and any other documentation required according to the European Standards
specified in the EU Machine Guidelines 89/392 EU as amended and updated.
All such documents shall be provided free of charge to the Purchaser and
shall be written in the English and the Dutch language.
Article 11- Cancellation
Without prejudice to any other rights of the Purchaser under this
Agreement or otherwise, the Purchaser shall have the right to cancel this
Agreement in whole or in part by simple notice and without any liability
whatsoever to the Seller in the events set forth in section 4.3 and 5.2 of
this Agreement
Article 12- Confidentiality
During the term of this Agreement both parties shall exchange Confidential
Information and neither party shall, during the term of this Agreement and
thereafter, divulge any Confidential Information relating to the other
party's operations, products or any information obtained pursuant to this
Agreement
Both parties acknowledge that they have entered into Confidentiality
Agreements with each other, separate from this Agreement.
12.1 Sellers Obligation of Confidentially
The Seller must
(a) keep confidential all Confidential Information disclosed to it by the
Purchaser,
(b) keep all materials containing Confidential Information disclosed to it by
the Purchaser secure and protect them from theft damage, loss or
unauthorized access;
(d) not use Confidential Information disclosed to it by th Purchaser for any
purpose other than as contemplated by this Agreement and
(e) ensure that obligations no less strict than those impose upon the Seller
are observed by any of its employees or officers involved in the
implementation of this Agreement
(e) Acknowledge that the Purchaser has the right t forward any or all
Confidential Information to either its parent company, namely Terumo
Corporation, a company incorporated in Japan, and/or Terumo affiliates,
provided that Purchaser guarantees that the confidentiality undertakings
will be passed on and be observed by its parent and affiliates.
12.2 Purchaser's Obligations of Confidentiality
The Purchaser
(a) must keep confidential all Confidential Information disclosed to it by ft
Seller
(b) must keep all materials containing Confidential Information disclosed to
it by the Seller secure and protect them from theft damage, loss or
unauthorized access;
(c) must not use Confidential Information disclosed to it by the Seller for
any purpose other than as contemplated in this Agreement
(d) must ensure that obligations no less strict than those imposed upon the
Purchaser are observed by any of its employees or officers involved in the
performance of its obligations under this Agreement
12.3 Disclosure to Employees
Each party may only disclose Confidential Information owned by the other party
to its employees, officers and agents (or the employees, officers or agents of
the group to which such party belongs) if such disclosure is necessary to fulfil
its obligations under this Agreement
12.4 Disclosure to Media
Each party shall refrain from issuing or conducting any interview, report or
press release regarding the existence or terms of this agreement unless the
statement is provided in advance for review by the other party and the comments
of the other party incorporated in the reasonable discretion of the disclosing
party. Further, unless the disclosing party reasonably believes it to be
required by law or rule of any stock exchange on which such party's stock is
listed or quoted, neither party shall issue any press release regarding the
existence or terms of this agreement to which the other party shall reasonably
object
11.5 Obligations survive termination
The obligations of confidentiality set out in this clause 12 survive termination
of this Agreement for a period of no more than five years after termination.
12.6 Permitted disclosures of Confidential Information
Nothing in this Section 12 prevents any party born disclosing any Confidential
Information if compelled by any law or by order of any court of competent
jurisdiction.
Article 13- Miscellaneous
13.1 Notices
All notices to either Party shall be in writing and shall be delivered
personally against written confirmation or receipt or sent by facsimile
(and confirmed by registered Letter) addressed to the other Party at the
registered office of each Party as set forth above.
Any notice delivered by tax shall be deemed received at the time mentioned
in the written confirmation of receipt Any notice delivered by registered
mail shall be deemed to be received (in the absence of evidence of earlier
receipt) five (5) days after posting.
13.2 Waiver
The failure of either Party to exercise any right power or option given to
it under this Agreement or to insist upon strict compliance with the terms
thereof by the other Party, shall not constitute a waiver of such term
with respect to any other or subsequent breach thereof, nor be a waiver by
either party of its rights any time thereafter to require exact and strict
compliance with all terms thereof.
13.3 Amendments
Terms and Conditions may only be modified or amended by a written document
signed by all parties hereto.
13.4 Force Majoure
Nether party hereto shall be liable for failure to perform, or for any
delay in performing, any of its obligations when such failure or delay is
caused by fire, flood, riot earthquake, accident explosion, war, shortages
of fuel, power, raw materials, delays in transportation, seizure under
legal process, orders or acts of any government or acts of God.
Article 14- Governing Law and jurisdiction
This Agreement shall be governed by and interpreted in accordance with
Belgian law. In case of disputes arising hereunder, the Parties undertake
to pursue in good faith an amicable settlement
If no amicable solution can be reached, the matter shall be finally
settled by the Rules of Arbitration of the International Chamber of
Commerce by one or more arbitrators appointed in accordance with the said
Rules under the authority of the I.C.C. Secretariat in Paris, France.
Article 15 - Agency
The Seller and the Purchaser agree that certain of the obligations of the
Seller hereunder may be performed by an agent appointed by the Seller on
the Sellers behalf, and the Purchaser expressly agrees to accept such
performance to the extent it complies with the provisions of this
Agreement provided that such agreement and acceptance shall not affect the
Sellers obligation for a failure of its obligations to be performed.
Article 16 - Suspensive Condition
This Agreement shall enter into force and become binding on the Parties
only provided that Seller shall have delivered to the Purchaser, within 10
calendar days following the execution of the present Agreement by the
Purchaser, the Advance Payment Guarantees, duly executed by FIBI, exactly
in the form as shown in Annex (11) to this Agreement including as an
attachment copies of the Letters of Credit referred to in said Advance
Payment Guarantees, certified by FI BI and in the form as set forth in
Annex .
Should the Seller fail to provide the Purchaser with the Advance Payment
Guarantees as required under this Article 16 strictly within the period
stipulated in the preceding paragraph, this agreement shall automatically
and without any further notice be cancelled, at the charge of the Seller,
and neither of the Parties shall thereafter remain obligated under any of
the terms of this Agreement except for the provisions of Article 12 and
Article 14 which shall survive the cancellation of this Agreement In the
event of such cancellation, Seller shall not be entitled to any claim,
recourse or indemnity against the Purchaser for lack of profit loss of
opportunity or otherwise.
Should the Seller fail to provide the Purchaser with the Advance Payment
Guarantees as required under this Article 16, within 10 calendar days
following the execution of the present Agreement the Purchaser shall
automatically and without further notice, and without prejudice to any
other rights, be entitled to purchase equipment similar to the Equipment
from any other seller or manufacturer.
For the avoidance of any doubt it is understood and hereby confirmed by
the Seller that the Purchaser shall be entitled, without the further
consent of the Seller and notwithstanding any stipulation to the contrary,
to utilize this replacement equipment to manufacture the Licensed Products
under the Manufacturing Agreement and Patent Licensing Agreement
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties hereto
at New York/ Leuven, in No (2) original counterparts, each Party acknowledging
receipt of one duly signed original, on August 16th, 2000.
Terumo Europe N.V Univec, Inc
/s/ Y. Nakajima /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------------- ----------------------------
by: Y. Nakajima by: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
title: Vice President title: Chairman
Annex I: Equipment Schedule
Please refer to Document WD/id/00-277, edition 07.072000 - "Equipment
Specification for Auto-Disable Syringes", copy attached.
Annex II: Advance Payment Guarantee - FIBI
We. . F.I.B.I. Bank (Schweiz) AG, ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
herewith confirm to you, Terumo Europe NV (+ full name and address) that
we have opened by order of Syrinter Ltd. (+ full name and address), ##
irrevocable L/C's to cover the purchase of the following equipment:
-
-
-
Enclosed herewith are copies of the above mentioned L/C's, all certified
true and correct by ourselves: these copies all form an integral part of
this guarantee; these copies do not show the L/C amounts. These L/C's are
all available for payment at sight at our counters.
In case that for one or more of the above mentioned UC's, no documents or
documents containing discrepancies will be presented at our counters
within their respective expiry dates, we herewith guarantee you
irrevocably and unconditionally that we shall pay to you automatically an
amount of [OMITTED CONFIDENTIAL INFORMATION] with Fortis Bank NV, Leuven
branch, Belgium (swift ▇▇▇▇▇▇▇▇▇▇▇), at the latest 10 (ten) working days
after the expiry of said UC's.
We commit ourselves irrevocably to inform Terumo Europe NV by courier
service (DHL or similar) at the latest on the first working day after each
of the above mentioned L/C's expiry dates about the fact whether conform
documents were presented or not at our counters.
We also commit ourselves not to amend or cancel the above mentioned L/C's
without your prior written consent
If we fail to comply with these commitments, this will imply automatically
that we have to effect payment of the above mentioned amount of [OMITTED
CONFIDENTIAL INFORMATION] as stated above in favor of Terumo Europe NV.
This guarantee will expire at the latest on ................ (latest 15
working days after the expiry date of all above mentioned L/C's).
Partial payments under this guarantee are not allowed.
This guarantee will enter into force immediately after the advance payment
of .................. will have been effected by Terumo Europe NV in favor
of account no. .................... of Syrinter Ltd. held with ourselves.
Dated ................... at ....................
For F.I.B.I. Bank (Schweiz) AG:
------------------------
Authorized signatures
Annex III: Purchaser Letter of Credit
From : Fortis Bank (formerly Generale Bank), Leuven, Belgium (swift address
:▇▇▇▇▇▇▇▇)
To: (advising bank - beneficiary's bank)
40a Form of Doc. Credit Irrevocable
20 Doc. Credit number (Fortis bank's reference)
31d Expiry : date/place Date: February 5th, 2001 Place: New York
50 Applicant (buyer) TERUMO EUROPE NV
Research Park 2 ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇
B-3001 Leuven, Belgium
59 Beneficiary (seller) UNIVEC (full name and address)
32b Currency/Amount Currency: [OMITTED Amount: [OMITTED CONFIDENTIAL
CONFI- INFORMATION]
DENTIAL
INFORM-
ATION]
39b Max. Red. Amount Maximum
41 Available with /by With: Fortis Bank, Leuven By: Payment at sight
45a Description of goods Delivery and installation of equipment for the
production of auto-disable syringes as per
Equipment Purchase Agreement, dated _____
46a Documents required 1. Original and 3 copies of beneficiary's
manually signed commercial invoice.
2. Certificate of final acceptance of the
completion of the Installation of the
equipment at applicant's plant in Leuven,
signed by Messrs ____________ and/or
____________ as representative(s) of
applicant.
Specimen signatures of both Messrs
____________ and ____________ are sent to you
by DHL courier and form an integral part of
this L/C.
47a Additional conditions This L/C is subject to U.C.P. for Documentary
Credits (1993 revision) ICC publication no. 500.
This L/C covers 45 percent of the above mentioned
Equipment Purchase Agreement (see field 45a) :
the commercial invoice as mentioned in field 46a
should be made out for the full agreement value,
showing down payment outside this L/C of 50
percent effected ; balance of 5 percent of the
Agreement value is also payable outside this L/C.
All documents presented must bear this L/C's
number.
71b Details of charges All bank charges outside Belgium for
beneficiary's account.
49 Confirmation Without
78 Bank instructions We shall cover you as per your instructions after
receipt of documents complying with L/C terms at
our counters.