(c) Except as provided in Section 1(g) below, Seller Guarantor’s guarantee and responsibilityshall not be discharged, released, diminished, or impaired in whole or in part by any setoff,counterclaim, defense, act or occurrence which Seller Guarantor may have against Purchaser as aresult of or arising out of the Agreement or the documents executed in connection therewith.Except as provided in Section 1(g) below, Purchaser Guarantor’s guarantee and responsibility shallnot be discharged, released, diminished, or impaired in whole or in part by any setoff,counterclaim, defense, act or occurrence which the Purchaser Guarantor may have against the Selleras a result of or arising out of the Agreement or the documents executed in connection therewith.(d) (1) The Seller Obligations of Seller Guarantor hereunder shall not be released,discharged, diminished or impaired by (i) the renewal, extension, modification or alteration byPurchaser and Seller, with or without the knowledge or consent of Seller Guarantor, of theAgreement or the documents executed in connection therewith or of any liability or obligation ofSeller thereunder or of any document or instrument under which the Seller Obligations arise, (ii)any forbearance or compromise granted to Seller by Purchaser when dealing with Seller except to theextent of such forbearance or compromise, (iii) any change in corporate structure or ownership ofSeller or the bankruptcy, insolvency, liquidation, receivership, dissolution, winding-up ortermination of Seller or the fact that at any time Seller does not exist, (iv) the inaccuracy ofany of the representations and warranties of Seller under the Agreement or the documents executedin connection therewith, (v) any neglect, delay, omission, failure or refusal of Seller to take orprosecute any action in connection with the Agreement or documents executed in connectiontherewith, (vi) the full or partial release of Seller on any liability or obligation, except thatSeller Guarantor shall be released *pro tanto*to the extent Purchaser expressly releases Seller fromliability with respect to the Seller Obligations, or (vii) any other circumstance relating to theSeller Obligations that might otherwise constitute a legal or equitable discharge of or defense tothe Seller Guarantor not available to Seller who is liable for such Seller Obligations.(2) The Purchaser Obligations of Purchaser Guarantor hereunder shall not be released,discharged, diminished or impaired by (i) the renewal, extension, modification or alteration byPurchaser and Seller, with or without the knowledge or consent of Purchaser Guarantor, of theAgreement or the documents executed in connection therewith or of any liability or obligation ofSeller thereunder or of any document or instrument under which the Purchaser Obligations arise,(ii) any forbearance or compromise granted to Purchaser by Seller when dealing with Purchaserexcept to the extent of such forbearance or compromise, (iii) any change in corporate structure orownership of Purchaser or the bankruptcy, insolvency, liquidation, receivership, dissolution,winding-up or termination of Purchaser or the fact that at any time Purchaser does not exist, (iv)the inaccuracy of any of the representations andwarranties of Purchaser under the Agreement or the documents executed in connection therewith, (v)any neglect, delay, omission, failure or refusal of Purchaser to take or prosecute any action inconnection with the Agreement or documents executed in connection therewith, (vi) the full orpartial release of Purchaser on any liability or obligation, except that Purchaser Guarantor shallbe released *pro tanto*to the extent Seller expressly releases Purchaser from liability with respectto the Purchaser Obligations, or (vii) any other circumstance relating to the Purchaser Obligationsthat might otherwise constitute a legal or equitable discharge of or defense to the PurchaserGuarantor not available to Purchaser who is liable for such Purchaser Obligations.
 
-2-

 
(e) Seller Guarantor waives notice of (i) acceptance of this Guaranty, (ii) the creation,renewal, extension, modification, alteration or existence of any liability or obligation of Sellerconstituting part of the Seller Obligations, and (iii) any breach of or default in the performanceof the Seller Obligations. Purchaser Guarantor waives notice of (i) acceptance of this Guaranty,(ii) the creation, renewal, extension, modification, alteration or existence of any liability orobligation of Purchaser constituting part of the Purchaser Obligations, and (iii) any breach of ordefault in the performance of the Purchaser Obligations.(f) (1) If Seller fails to perform Seller Obligations requiring payment, in whole or in part,when such Seller Obligations are due, Seller Guarantor shall promptly pay such Seller Obligationsin lawful money of the United States. Seller Guarantor shall pay such amount within 5 BusinessDays after receipt of demand for payment from Purchaser. Purchaser may enforce Seller Guarantor’sobligations under this Guaranty without first suing Seller or joining Seller in any suit againstSeller Guarantor, or enforcing any rights and remedies against Seller, or otherwise pursuing orasserting any claims or rights against Seller or any other person or entity or any of its or theirproperty which may also be liable with respect to the matters for which Seller Guarantor is liableunder this Section 1.(2) If Purchaser fails to perform Purchaser Obligations requiring payment, in whole or inpart, when such Purchaser Obligations are due, Purchaser Guarantor shall promptly pay suchPurchaser Obligations in lawful money of the United States. Purchaser Guarantor shall pay suchamount within 5 Business Days after receipt of demand for payment from Seller. Seller may enforcePurchaser Guarantor’s obligations under this Guaranty without first suing Purchaser or joiningPurchaser in any suit against Purchaser Guarantor, or enforcing any rights and remedies againstPurchaser, or otherwise pursuing or asserting any claims or rights against Purchaser or any otherperson or entity or any of its or their property which may also be liable with respect to thematters for which Purchaser Guarantor is liable under this Section 1.(g) Seller Guarantor reserves the right to assert defenses which Seller may have to payment orperformance of any Seller Obligation, other than defenses that Seller may possess relating to (i)lack of validity or enforceability of the Agreement or the documents executed in connectiontherewith against Seller arising from Seller’s defective incorporation or formation or lack ofqualification to do business in any applicable jurisdiction, (ii) Seller’s lack of corporateauthority to enter into or perform the Agreement or documents executed in connection therewith orthe due execution and delivery thereof, or (iii) the termination of existence, dissolution,liquidation, insolvency, bankruptcy, receivership, or other reorganization of Seller. Likewise,Purchaser Guarantor reserves the right to assert defenses which Purchaser may have to payment orperformance of any Purchaser Obligation, other than defenses that Purchaser may possess relating to(i) lack of validity or enforceability of the Agreement or the documents executed in connectiontherewith against Purchaser arising from Purchaser’s defective incorporation or formation or lackof qualification to do business in any applicable jurisdiction, (ii) Purchaser’s lack of corporateauthority to enter into or perform the Agreement or documents executed in connection therewith orthe due execution and delivery thereof, or (iii) the termination of existence, dissolution,liquidation, insolvency, bankruptcy, receivership, or other reorganization of Purchaser.
 
-3-

 
Section 2. Refund of Payments. If under applicable bankruptcy, insolvency,reorganization, fraudulent transfer, moratorium or other similar laws of general application withrespect to creditors, Purchaser is required to refund part or all of any payment hereunder toSeller or Seller Guarantor, such payment shall not constitute a release from any liabilityhereunder, and Seller Guarantor’s liability hereunder shall be reinstated to such extent.Likewise, if under applicable bankruptcy, insolvency, reorganization, fraudulent transfer,moratorium or other similar laws of general application with respect to creditors, Seller isrequired to refund part or all of any payment hereunder to Purchaser or Purchaser Guarantor, suchpayment shall not constitute a release from any liability hereunder, and Purchaser Guarantor’sliability hereunder shall be reinstated to such extent.Section 3. Rescission of Obligations. If under applicable bankruptcy, insolvency,reorganization, fraudulent transfer, moratorium or other similar laws of general application withrespect to creditors, any payment, or any part thereof, of any of the Seller Obligations isrescinded or must otherwise be restored or returned by Purchaser, this Guaranty shall continue tobe effective, or be reinstated, as the case may be, all as though such payment had not been made.Likewise, if under applicable bankruptcy, insolvency, reorganization, fraudulent transfer,moratorium or other similar laws of general application with respect to creditors, any payment, orany part thereof, of any of the Purchaser Obligations is rescinded or must otherwise be restored orreturned by Seller, this Guaranty shall continue to be effective, or be reinstated, as the case maybe, all as though such payment had not been made.Section 4. Representation as to Benefit. Each of the Guarantors warrants andrepresents for and as to itself that it has received, or will receive, direct or indirect benefitfrom the making of this Guaranty.Section 5. Representations and Warranties of Seller Guarantor. Seller Guarantorhereby represents and warrants to Purchaser as follows:(a) Organization. Seller Guarantor is a corporation duly organized, validly existingand in good standing under the laws of the State of Delaware and has the requisite organizationalpower to carry on its business as it is now being conducted.(b) Authority Relative to this Guaranty. Seller Guarantor has full corporate powerand authority to execute and deliver this Guaranty and to consummate the transactions contemplatedhereby. The execution and delivery by Seller Guarantor of this Guaranty and theconsummation by Seller Guarantor of the transactions and performance of the terms and conditionscontemplated hereby have been duly and validly authorized, and no other organizational proceedingson the part of Seller Guarantor are necessary to authorize this Guaranty or consummate thetransactions so contemplated. This Guaranty has been duly and validly executed and delivered bySeller Guarantor, and this Guaranty constitutes a valid and binding agreement of Seller Guarantor,enforceable against Seller Guarantor in accordance with its terms, subject to applicablebankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights andremedies generally, and subject, as to enforceability, to general principles of equity, includingprinciples of commercial reasonableness, good faith and fair dealing (regardless of whetherenforcement is sought in a proceeding at law or in equity).
 
-4-

 
(c) Consents and Approvals; No Violation. Neither the execution and delivery bySeller Guarantor of this Guaranty nor the performance of its obligations under the Guarantycontemplated hereby do or will (i) conflict with or result in any breach of any provision of thearticles of incorporation or bylaws (or other similar governing documents) of Seller Guarantor,(ii) require any consent, approval, authorization or permit of, or filing with or notification to,any governmental or regulatory authority, except where it is reasonably expected that the failureto obtain such consent, approval, authorization or permit, or to make such filing or notification,would not prevent or delay in any material respect such performance, (iii) result in a default (orgive rise to any right of termination, cancellation or acceleration) under any of the terms,conditions or provisions of any note, license, agreement or other instrument or obligation to whichSeller Guarantor is a party or by which Seller Guarantor or any of its assets may be bound, exceptfor such defaults (or rights of termination, cancellation or acceleration) as to which requisitewaivers or consents have been obtained or will be obtained prior to the Effective Date or that arenot material, or (iv) violate any order, writ, injunction, decree, statute, rule or regulationapplicable to Seller Guarantor, or any of its assets.(d) Litigation; Claims. There is no claim, action, proceeding or investigation pendingor, to the knowledge of Seller Guarantor, threatened against Seller Guarantor before any court orgovernmental or regulatory authority or body that would prevent or delay in any material respectthe performance by Seller Guarantor of the guarantee contemplated hereby. Seller Guarantor is notsubject to any judgment or outstanding order, writ, injunction or decree that would have a materialadverse effect on its ability to perform its obligations under the guarantee contemplated herebyand that would prevent or delay in any material respect the performance by Seller Guarantor of theguarantee.Section 6. Representations and Warranties of Purchaser Guarantor. Purchaser Guarantorhereby represents and warrants to Seller as follows:(a) Organization. Purchaser Guarantor is a corporation duly organized, validlyexisting and in good standing under the laws of the State of Delaware and has the requisiteorganizational power to carry on its business as it is now being conducted.(b) Authority Relative to this Guaranty. Purchaser Guarantor has full corporate powerand authority to execute and deliver this Guaranty and to consummate the transactions contemplatedhereby. The execution and delivery by Purchaser Guarantor of this Guaranty andthe consummation by Purchaser Guarantor of the transactions and performance of the terms andconditions contemplated hereby have been duly and validly authorized, and no other organizationalproceedings on the part of Purchaser Guarantor are necessary to authorize this Guaranty orconsummate the transactions so contemplated. This Guaranty has been duly and validly executed anddelivered by Purchaser Guarantor, and this Guaranty constitutes a valid and binding agreement ofPurchaser Guarantor, enforceable against Purchaser Guarantor in accordance with its terms, subjectto applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affectingcreditors’ rights and remedies generally, and subject, as to enforceability, to general principlesof equity, including principles of commercial reasonableness, good faith and fair dealing(regardless of whether enforcement is sought in a proceeding at law or in equity).
 
-5-

 
(c) Consents and Approvals; No Violation. Neither the execution and delivery byPurchaser Guarantor of this Guaranty nor the performance of its obligations under the Guarantycontemplated hereby do or will (i) conflict with or result in any breach of any provision of thearticles of incorporation or bylaws (or other similar governing documents) of Purchaser Guarantor,(ii) require any consent, approval, authorization or permit of, or filing with or notification to,any governmental or regulatory authority, except where it is reasonably expected that the failureto obtain such consent, approval, authorization or permit, or to make such filing or notification,would not prevent or delay in any material respect such performance, (iii) result in a default (orgive rise to any right of termination, cancellation or acceleration) under any of the terms,conditions or provisions of any note, license, agreement or other instrument or obligation to whichPurchaser Guarantor is a party or by which Purchaser Guarantor or any of its assets may be bound,except for such defaults (or rights of termination, cancellation or acceleration) as to whichrequisite waivers or consents have been obtained or will be obtained prior to the Effective Date orthat are not material, or (iv) violate any order, writ, injunction, decree, statute, rule orregulation applicable to Purchaser Guarantor, or any of its assets.(d) Litigation; Claims. There is no claim, action, proceeding or investigation pendingor, to the knowledge of Purchaser Guarantor, threatened against Purchaser Guarantor before anycourt or governmental or regulatory authority or body that would prevent or delay in any materialrespect the performance by Purchaser Guarantor of the guarantee contemplated hereby. PurchaserGuarantor is not subject to any judgment or outstanding order, writ, injunction or decree thatwould have a material adverse effect on its ability to perform its obligations under the guaranteecontemplated hereby and that would prevent or delay in any material respect the performance byPurchaser Guarantor of the guarantee.Section 7. Costs and Expenses. Each party agrees to pay to the prevailing party, upondemand, all reasonable costs and expenses, including reasonable attorneys’ fees, that may beincurred by the prevailing party in enforcing or defending its rights under this Guaranty.Section 8. Governing Law. THIS GUARANTY SHALL BE DEEMED TO BE A CONTRACT MADE UNDERAND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
 
-6-

 
Section 9. Benefit. This Guaranty shall inure to the benefit of Purchaser, Seller andtheir respective successors and assigns, and shall be binding upon each of the Guarantors and itssuccessors and assigns; provided, however, that (i) neither (a) Purchaser norSeller Guarantor shall assign its rights or obligations under this Guaranty without the priorwritten consent of the other except by operation of law, and except that Purchaser may assign itsrights under this Guaranty to an affiliate, and (b) Seller nor Purchaser Guarantor shall assign itsrights or obligations under this Guaranty without the prior written consent of the other except byoperation of law, and except that Seller may assign its rights under this Guaranty to an affiliate,(ii)(a) no assignment or other transfer by, through or under Purchaser shall operate to increaseSeller Guarantor’s obligations hereunder, and (b) no assignment or other transfer by, through orunder Seller shall operate to increase Purchaser Guarantor’s obligations hereunder, and (iii)(a)Seller Guarantor shall be fully protected in making and shall receive full credit for any paymentsor other performance made by it to Purchaser or its successors and assigns with respect to theSeller Obligations prior to the time Seller Guarantor receives written notice of such assignment orsuccession, and (b) Purchaser Guarantor shall be fully protected in making and shall receive fullcredit for any payments or other performance made by it to the Seller or its successors and assignswith respect to the Purchaser Obligations prior to the time Purchaser Guarantor receives writtennotice of such assignment or succession.Section 10. Continuing Guarantee. Subject to the terms, conditions and limitationshereof, this Guaranty is a continuing guarantee and shall remain in full force and effect and bebinding upon (a) Seller Guarantor until the Seller Obligations have been satisfied in full, and (b)Purchaser Guarantor until the Purchaser Obligations have been satisfied in full.Section 11. Notices. Any notice, demand or other communication required or permittedunder this Guaranty shall be in writing and given by hand delivery, facsimile, overnight courier,or United States mail. All notices shall be properly addressed to the recipient, with all postageand other charges being paid by the party giving notice. Notices shall be effective when actuallyreceived by the party being notified. The addresses of the parties for purposes of notice are asfollows:If to Seller Guarantor or Seller, to:CareFusion CorporationVirginia SanzoneVice President and Associate General Counsel — Mergers and Acquisitions3750 Torrey View Ct.San Diego, CA 92130USAFacsimile:If to Purchaser Guarantor or Purchaser, to:eResearch Technology, Inc.