INDIA NON JUDICIAL

Government of National Capital Territory of Delhi

e-Stamp

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Tfir:0:nQT1I1r=lCj ~-;:1
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Certificate No. IN-DL85160141076021T
Certificate Issued Date 15-Jun-2021 11:09 AM
Account Reference IMPACC (IV)/ d1705403/DELHI! DL-DLH
Unique Doc. Reference SUBIN-DLDL70540368882155781399T
Purchased by MANKIND PHARMA LIMITED
Description of Document Article 5 General Agreement
Property Description Not Applicable
Consideration Price (Rs.) o
(Zero)
First Party MANKIND PHARMA LIMITED
Second Party Not Applicable
Stamp Duty Paid By MANKIND PHARMA LIMITED
Stamp Duty Amount(Rs.) 100
(One Hundred only)

-- -- ---- - -- --- -- -- - . .Pleasewrite or type below this line .

This e-stamp form is part and parcel of agreement dated 16th June 2021 entered by and
between Mis Mankind Pharma Limited and Mis ZIM Laboratories Limited.

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 E-Stamp Certificate No. IN-DL85160141076021T

MANUFACTURING AND SUPPLYAGREEMENT

DATED 16th June 2021

BETWEEN

MANKIND PHARMA LIMITED

AND

ZIM LABORATORIESLIMITED

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INDEX

ARTICLE 1 DEFINITIONS
ARTICLE 2 DELIVERIES AND CORPORATE AUTHORIZATIONS
ARTICLE 3 SCOPE OF AGREEMENT
ARTICLE 4 MANFACTURING, LABELLING AND REGULATORY APPROVALS
ARTICLE 5 TERM OF SALE
ARTICLE 6 PRICE AND PAYMENT
ARTICLE 7 WARRANTY
ARTICLE 8 INSPECTION AND AUDITS
ARTICLE 9 DEFECTIVE OR NON-CONFORMING PRODUCTS
ARTICLE 10 INTELLECTUAL PROPERTY
ARTICLE 11 INDEMNITY
ARTICLE 12 INSURANCE
ARTICLE 13 CON FIDENTIALITY
ARTICLE 14 TERM OF AGREEMENT AND TERMINATION
ARTICLE 15 INDIPENDENT PARTY
ARTICLE 16 ASSIGNMENT AND DELEGATION
ARTICLE 17 FORCE MAJEURE
ARTICLE 18 GOVERNING LAW AND JURISDICTION
ARTICLE 19 NOTICES
ARTICLE 20 M ISCELLAN EOUS

ANNEXA CODE OF CONDUCT

ANNEX B LIST OF PROCEDURES
ANNEX C LIST OF PRODUCTS
ANNEX D LIST OF TERRITORIES
ANNEX E LOGO AND TRADE MARKS BELONGING TO PURCHASER

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 E-Stamp Certificate No. IN-DL85160141076021T

MANUFACTURING AND SUPPLY AGREEMENT

This manufacturing and supply agreement (tlAgreement") is entered into, on this 16th day
of June, 2021 (tlAgreement Date") between:

MIs MANKIND PHARMA LIMITED, (CIN: U74899DL1991PLC044843)a limited company

registered under the laws of India, havingits registered office at 208, OKHLA INDUSTRIAL
ESTATE,PHASE-3,NEW DELHI-110 020 hereinafter referred to as the "Purchaser" (which
expression shall, unless repugnant to the context or meaning thereof be deemed to include
its affiliates, associates,subsidiaries, successorsand permitted assigns);

AND

MIs ZIM LABORATORIESLIMITED, a company incorporated under the Companies Act, 2013
having registered office at Sadoday Gyan,(Ground floor), Opp. NADT Nelson Square,
Nagpur - 440013 and Manufacturing Site at B 21-22, MIDC, Industrial Area, Kalmeshwar -
441501, Dist: Nagpur, Maharashtra, India, hereinafter referred to as the "Supplier" (which
expression shall, unless repugnant to the context or meaning thereof be deemed to include
its affiliates, associates,subsidiaries, successorsand permitted assigns).

Eachof the Purchaser and Supplier are hereinafter individually referred to as a "Party", and
collectively, asthe "Parties".

WHEREAS:
A. The Purchaser for the purpose of Export is desirous of entering into an arrangement to
purchase the Products, manufactured and supplied by the Supplier in accordance with
the terms and conditions set out herein.
B. The Supplier is desirous of exclusively manufacturing and supplying the Products to the
Purchaserin accordance with the terms and conditions set out herein.
C. The Supplier owns a state of art manufacturing facilities situated at MIDC Plot No. B21-
22, MIDC Industrial area Kalmeshwar - 441501 (tlManufacturing Facility") which has
been established in compliance with Applicable Law, and equipped with all the
resources requisite for manufacturing and supplying the Products, including but not
limited to, men and machinery competent to manufacture the product, and capacity to
manufacture the Product.
D. In view of the foregoing, upon the terms and subject to the conditions contained in this
Agreement and on the basis of the representations, warranties and covenants made by
the Parties hereunder and recorded herein, the Parties are entering into this Agreement.

NOW THIS AGREEMENTWITNESSETHAND IT IS HEREBYAGREEDBY AND BETWEENTHE

PARTIESHERETOAS FOLLOWS:
ARTICLE1
DEFINITIONS

1.1. In this Agreement (including the Recital above and the Annexures), except where the
context otherwise requires, the following capitalized words and expressions shall
have the meanings set against them in this ARTICLE1.

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1.1.1. "Affiliate" shall mean a Company (a) of which any Party owns, directly or indirectly,
any and all of the outstanding share capital, (b) which owns, directly or indirectly,
any and all of the outstanding share capital of a Party or (c) of which the parent
company of any Party owns, directly or indirectly, any and all the of the outstanding
share capital.

1.1.2. "Agreement" shall mean this Agreement, including any schedule modifications
and/or amendments thereof and the Technical & Quality Agreement signed from
time to time under this Agreement.

1.1.3. "Applicable Law" means all applicable statutory and regulatory provisions of both
the countries i.e. India and the Country of Export all and including but not limiting to
(i) constitutions, treaties, statutes, laws (including the common law), codes, rules,
regulations, directives, subordinate legislation, ordinances, civil codes or orders of
any Regulatory Authority, (ii) Regulatory Approvals/Licences, (iii) orders, decisions,
injunctions, judgments, awards, notices and decrees of or agreements with any
Regulatory Authority, (iv) rules of any stock exchange, (v) legally mandated
accounting standards, and (vi) other binding action or requirement of a Regulatory
Authority.

1.1.4. "Authorized Purchaser" means (i) any third party designated in writing by the
Purchaserto issue purchase orders and purchase the Products and (ii) any Affiliate of
the Purchaser, who shall have the same rights [and obligations] as the Purchaser
under this Agreement and shall be entitled to exercise the same right vis-a-vis
Supplier.

1.1.5. "Code of Conduct" shall mean the code of conduct attached hereto as Annexure A.

1.1.6. "Force Majeure" means in relation to either party, any circumstances beyond the
reasonable control of that party (including without limitation any acts or restraints of
governments or public authorities, war, revolution, riot or civil commotion, natural
calamities, Epidemic, Pandemic, act of god etc. including strikes and lockouts).

1.1.7. "Product" shall mean each of the products manufactured under the brand name of
the Purchaser and listed and described in Annexure C, to be marketed, distributed
and resold worldwide.

1.1.8. "Regulatory Approvals" means all authorizations/licences/certificates obtained from

appropriate Regulatory Authorities that are required for the manufacture (including
but not limiting to manufacturing facility licenses, approvals, or authorizations),
marketing, promotion, pricing, and sale in the Territory

1.1.9. "Regulatory Authority" means any government or any province, state or any other
political sub-division thereof or any multinational organization; any entity, authority
or body exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, including any government authority,
agency, department, board, commission or instrumentali ~'If -'f«, or any political
. :: I~~

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 E-Stamp Certificate No. IN-DL85160141076021T

subdivision thereof or any other applicable jurisdiction; any court, tribunal or

arbitrator (including self-regulatory organizations), involved in the granting of
Regulatory Approval for the Product, both of the Country of Export and India,
including without limitation, the Central Drugs Standard Control Organization, FSSAI,
the relevant state authorities for drug control in India.

1.1.10."Specifications" means any specifications related to, type, technical solutions,

quality, colours, materials, style, design, shapes, decorations, labelling, branding and
packaging of the Product that are set forth (i) in the Technical& Quality
Agreement(s), and/or Schedulesannexed to this Agreement (ii) under the applicable
provisions of law or regulations, submitted from time to time, in writing by the
Purchaser to the Supplier. Specifications include in its meaning the details of the
trade names or trademarks to be affixed on the Product or its pack and the patents
and formulas which relate to, or are in connection with, the manner in which the
Products are, or may be designed, created, developed, assembled, manufactured,
packaged,tested, analyzed, or assessed.

1.1.11."Technical & Quality Agreements" shall mean the agreements which the Parties will
enter into from time to time, identifying the Products and setting forth or amending
the Specifications in accordance with which the Supplier will manufacture and supply
the Product.

1.1.12. "Territory" shall mean Countries as per 'Annexure-O', which may be modified based
on mutual agreement from time to time.

1.2. Interpretation

In this Agreement, where the context admits:

1.2.1. any reference to any statute or statutory provisron shall mean any statute or
statutory provision of India and of the Country of Export and shall include:

(i) all subordinate legislation made from time to time under that provision
(whether or not amended, modified, re-enacted or consolidated);
(ii) such provision as from time to time amended, modified, re-enacted or
consolidated(whether before, on or after the date of this Agreement) and shall
include any past statutory provision to the extent such amendment,
modification, re-enactment or consolidation is capable of creating and/or
creates any liability on any transactions entered into under this Agreement

1.2.2. any reference to the singular shall include the plural and vice-versa;

1.2.3. any references to the masculine, the feminine and the neuter shall include the
others;
 E-Stamp Certificate No. IN-DL85160141076021T

any reference to this Agreement shall include any Annexures to it. Any references to
clauses, articles and schedules are to Clauses, Articles of this Agreement and
Schedulesto this Agreement;

1.2.5. references to this Agreement or any other document shall be construed as

references to this Agreement or Technical & Quality Agreements or the Schedulesto
this Agreement as amended, varied, novated, supplemented or replaced from time
to time;

1.2.6. headings to Articles, parts and paragraphs of Articles are for convenience only and
do not affect the interpretation of this Agreement;

1.2.7. any period of days, within or following which any payment is to be made or act is to
be performed, shall be deemed to exclude the day on which the period commences
and include the day on which the period ends, and if the last day of the period is not
a BusinessDay,then the period shall include the following BusinessDay;

1.2.8. where any obligation of a Party under this Agreement ("Subject Obligation")
requires consent of any Regulatory Authority in order for the Subject Obligation to
be performed validly, then the Subject Obligation shall be deemed to include the
obligation to apply for, obtain, maintain and comply with the terms of, all such
consents, except if and to the extent that the provisions of Applicable Law or this
Agreement require another Party to obtain such consent;

1.2.9. the words "include", "including" and "in particular" shall be construed as being by
way of illustration or emphasis only and shall not be construed as, nor shall they take
effect as, limiting the generality of any preceding words; and

1.2.10. references to a Person's representatives shall be to its directors, owners, officers,

employees, legal or other professional advisers, sub-contractors, agents, attorneys
and other duly authorized representatives.

ARTICLE 2
DELIVERIES AND CORPORATE AUTHORIZATIONS

2.1. On or prior to the Agreement Date, each Party shall deliver to the other, copies of all
corporate authorizations for the execution, delivery and performance of this
Agreement by such Party, certified to be a true copy by a director or the company
secretary of the relevant Party.

ARTICLE 3
SCOPE OF AGREEMENT

3.1. The manufacture and sell to the Purchaser and/or the Authorised

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3.2. The manufacture and sale of the Products by the Supplier to the Purchaser and lor
the Authorized Purchaser shall be in accordance with the all the terms and
conditions set forth in this Agreement, the Technical & Quality Agreement, the
Schedulesappended to the Agreement as per J:he accepted PurchaseOrders.

3.3. For the avoidance of doubt, nothing in this Agreement can be construed as providing
an obligation of the Purchaser to purchase a minimum volume of Products, nor as
granting to the Supplier any exclusivity right in the manufacture and sale of the
Products to the Purchaser.

3.4. During the term of t is Agreement, the Supplier shall sell the Products solely and
•\ exclusively to the Purchaser and/or the Authorized Purchasers and shall not sell, or
otherwise transfer or dispose of the Products, qr permit or cause the Products to be
sold or otherwise transferred or disposed to or by any third party what so ever.

3.5. Supplier shall always have liberty to manufacture and supply and this Clauseshall not
restrict or cause to restrict the Supplier from manufacturing and supplying products
other than the Product to its other customers whether in India or elsewhere on their
own trademarks, specifications etc., provided that the design, shape, composition
and technical specification has been devised and developed solely by the Supplier.

3.6. For the avoidance of doubt, it is hereby clarified that; the Purchaser is not under any
obligation to purchase a minimum volume of Products. Furthermore, it is clarified
that the Supplier has not been granted an exclusive right to the manufacture and sell
the Products to the Purchaser.Also the Supplier reserves the right to discontinue the
manufacture of any products whenever the volume of the order is not commercially
viable at any time with advance written notice of 3 (Three) months.

ARTICLE 4
MANUFACTURING, LABElLING AND REGULATORYAPPROVALS

4.1. Manufacturing

4.1.1. The supplied Products must be manufactured at the Manufacturing Facility.

4.1.2. The Supplier shall manufacture and deliver the Products to the Purchaser and/or the
Authorised Purchasers and shall ensure that the Products shall be of good
marketable quality, free from all defects, and in accordance with (a) the
Specifications, (b) the relevant samples of the Products and packaging approved by
the Purchaser, as amended from time to time, (c) the applicable Regulatory
Approvals, and (d) the Applicable Lawsand regulations, with specific reference to but
not limiting to those regarding quality and technical requirements, hygiene and
safety of products.

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4.1.3. The Supplier shall comply with all the provrsions of the Code of Conduct. The
Supplier further agrees to comply with all applicable Lawsand regulation in force and
as amended from time to time.

4.1.4. The Supplier shall provide adequate training and instruction to all personnel involved
in activities directly impacting product quality, and shall supply adequate evidence of
such training activities and instructions to the Purchaser, within seven (7) days of
communication of such request to provide adequate evidence.

4.2. Specifications

4.2.1. Supplier agrees that, it shall at all times during the term of this Agreement, maintain
a quality assurance system for its manufacturing process, and control of material
quality, processing, assembly, testing, packaging and shipping in accordance with the
Specifications and in accordance with the best industry standards, good
manufacturing practises, and shall ensure that the quality management system is in
accordance with applicable standards or any succeeding standard in the current
version.

4.2.2. During the term of the Agreement the rights and obligations of the Supplier shall not
be assignedwithout the prior written consent of the Purchaser.The Supplier shall be
solely responsible for manufacturing the Product and shall in no event subcontract
and/or assignany activity of the manufacturing processto a third party.

4.2.3. Supplier shall at all times maintain suitable premises and sufficient manufacturing
capacity and technical expertise to develop and manufacture the Products in
compliance with the provisions of this Agreement and the Specifications, and in any
case according to the best professional care expected in its sector and in accordance
with the best industry standards. Supplier shall comply with all Applicable Law,
including, without limitation, environmental laws, labour laws, laws dealing with
hazardous wastes and materials, hazardous materials transportation, occupational
safety and health related laws, including processsafety management standards.

4.2.4. The Supplier agrees to carry out its manufacturing activities at controlled conditions,
in order to ensure the implementation of process parameters conducive to the
production of Products with the required characteristics, as set out in the
Specifications.

4.2.5. The Supplier shall provide the Purchaser and/or Authorised Purchaser with a
description of its own manufacturing process, including its flow chart, with special
emphasis on the manufacturing steps that are considered critical for safety control
and finished product conformity.

4.2.6. The Supplier undertakes to implement appropriate process control procedures in

accordance with the best industry standards, good manufacturing practises and shall
disclose these procedures to the purchaser.

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4.2.7. The Supplier shall notify and obtain a written approval from the Purchaser in an
event of any change to:

(i) the process control procedures; and/or

(ii) the procurement process (e.g. longer delivery times for preliminary material,
problems with material supply, problems in the manufacturing process).

4.2.8. The Supplier agrees that any change in, raw material used in manufacturing the
Product, manufacturing process, or the Products themselves, shall not be carried out
without the prior written consent of the Purchaser.

4.2.9. The Supplier agrees not to effect any changesto the Specifications without the prior
written consent of the Purchaser. Subject to the mutual consent of the Parties, the
Supplier shall implement the changes to the Specifications mandated/required by
Applicable Law.

4.2.10. The Supplier agrees that the measurement and testing equipment and instruments
used by the Supplier to control the conformity of, the process, and of the raw
materials, components and products, shall be regularly calibrated against national or
in international standards or against reference instruments with calibration traceable
to national or international standards.

4.2.11. The Supplier agrees that such controls and records shall be managed and
administered in accordance with documented procedures of national and
international standards. Purchaser may also specify, the management and recording
modalities of the functional controls, and the measures to be taken in production
between a positive functional control and the following failed one.

4.2.12. The Supplier undertakes to implement and to disclose to the Purchaser appropriate
end-product and material/component control procedures and to make available to
the Purchaser suitable analytical evidence of end product conformity to the
requirements set out in the Specifications, along with the delivery of each shipment
of the Product.

4.2.13. The Supplier undertakes to implement and shall duly inform the Purchaser of such
suitable measures and procedures in order to ensure the univocal identification and
traceability of raw materials, end products, relevant records and test results. The
Supplier further undertakes to implement, and disclose to the Purchaser adequate
documentation evidencing compliance, with the procedures listed in Annexure B.

4.2.14. The Supplier undertakes to store the Products so as to preserve their characteristics,
to the satisfaction of the applicable norms..

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However the documents required to be kept for a longer period under any
regulatory obligation, the Supplier shall archive records of all such activities, for such
period.

4.2.16. The Supplier undertakes to inform the Purchaser of any test and control results,
including those carried out by competent organisations and public bodies.

4.2.17. The Purchaser agrees that the Specifications of the Product shall always remain the
sole property of the Supplier and the Purchaser will promptly return or destroy the
Specifications at its own cost, on termination of this Agreement

4.3. Labelling

4.3.1. The Supplier shall be responsible for packaging and labelling the Products as
"\ apj:2rovedby Purchaser in compliance with the Specifications and the Applicable
Lawsand shall be responsible for purchasing all packaging materials required for this
--
purpose.

4.3.2. The Supplier shall at its cost procure the packaging materials. The Supplier agrees
that all the packaging materials will be returned to the Purchaser, or shall be
completely destroyed by Supplier at its own costs on termination of the Agreement,
provided that Supplier may retain and use such quantities as are necessaryto fulfill
orders by the Purchaser and/or the Authorised Purchaser which are outstanding on
date of termination of this Agreement.

4.3.3. The Supplier undertakes that it shall only order requisite quantities of packaging
material necessaryfor the purpose of this Agreement and as per the issued purchase
order subject to standard minimum order conditions of the packaging material
vendors, or the order quantity, whichever in more.

4.4. Regulatory Approvals

4.4.1. Supplier undertakes to procure and maintain in full force and effect all Regulatory
Approvals as may be requisite for manufacturing and supplying the Product, at its
own cost and expense, during the term of this Agreement. In case any Regulatory
Approval for any country is procured by the Purchaser at its cost, the Purchaser shall
have the exclusivity right for that approval. However if it is agreed between the
Parties to split the exclusivity for the country, the cost of procuring such approval
shall be shared by the Supplier as agreed mutually.

4.4.2. The Supplier shall provide the required dossier in CTDformat along with the samples
for registration of Product in the Territory. In case any additional data/information is
required for the purpose, the Supplier shall endeavor to provide the same to the
satisfaction of the Regulatory Authority in the time bound manner and as agreed
mutually between the Parties at the cost of Supplierflf in case Supplier is unable to
provide the additional datal information ask~ bYRegulatory Authority and----
Regulatory Authority reject the dossier/ regulatory approval, then Su lier shari
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refund the ex enses including Regulatory Filing fee, consultancv charge in individual
territory, and license fee paid by the Purchaseto Supplier.) - -

4.4.3. The Supplier undertakes to procure the No Objection Certificate from its local
distributor wherever it is required for grant of approval of the Product in any country
to the Purchaser in time bound manner.

4.4.4. The Supplier shall not withdraw, or cause to withdraw, or allow any such Regulatory
Approval to lapse without the prior written consent of the Purchaser.

4.4.5. The Supplier shall on request provide the Purchaserwith a copy of all such regulatory
submissions and exchange of information. The Supplier shall promptly inform the
Purchaser as and when a Regulatory Approvals has been obtained, and shall provide
the Purchaser with a copy of the Regulatory Approval, within seven (7) days of
obtaining such Regulatory Approval.

4.5. Molds / Formers

4.5.1. The Supplier agrees that the formers necessary and obtained exclusively for
manufacturing the Products (the "Formers") and the cost of such Formers are borne
by the Purchaser; shall be the exclusive property of the Purchaser and shall be kept
in custody by Supplier only for the duration of this Agreement.

4.5.2. The Supplier undertakes to immediately return such Formers to the Purchaser upon
termination or expiration of this Agreement or earlier upon request of the Purchaser.
Any and all intellectual property rights pertaining to the Formers shall be solely and
exclusively of the Purchaser. The Supplier shall not use the Formers other than in
connection with the manufacture and supply of the Products to the Purchaser
and/or Authorised Purchaser.

4.6. Samples

4.6.1. The Supplier shall at its own cost, submit for the written approval of the Purchaser,
the pre-production samples for each Product. The control and approval criteria and
procedures will be detailed in the Technical and Quality Agreement. Any pre-
production sample or packaging that does not conform to the Specifications shall be
either immediately destroyed or returned to the Supplier, at Supplier's own cost and
expense, on request of the Supplier.

4.6.2. In the event, the Purchaser does not approve any sample of Products, the Supplier
shall submit for the approval of the Purchaser,new samples of Products on priority.

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•
ARTICLE 5
TERM OF SALE

5.1. Forecasts

5.1.1. During the term of this Agreement, the Supplier shall organize its manufacturing
capacity, technical-means and manpower in such a way that the required quantities
can be manufactured and supplied in due time.

5.1.2. In particular, the Purchaser or its Authorized Purchasers may inform in writing, a
three (3) months out of which two months firm and third month non-binding
forecast of Purchaser's estimated requirements for the Products. The Purchaser will
further confirm its forecast to the Supplier by sending Purchase Orders in respect of
the applicable forecast. The Parties acknowledge that forecasts may vary due to
market conditions.

5.2. Purchase Orders

5.2.1. The Purchaser and/or Authorised Purchasers shall place purchase orders for the
Products by sending an order form to the Supplier by facsimile or in any other
written or electronic form, setting out the type and quantity of Product required,
prices and payment terms, manner /mode of delivery, date by which delivery is to be
made, and details of the address to which the Product is to be delivered (IiPurchase
Orders").

5.2.2. Supplier shall agree and countersign all Purchase Orders not later than seven (7)
working days after the time when an order form is submitted to Supplier by the
Purchaser or by its Authorised Purchaser. If no response is received by the Purchaser
and/or the Authorized Purchasers within seven (7) working days of receipt of a
Purchase Order from the Supplier, then the purchase order shall be deemed to be
accepted by Supplier in accordance with the terms set out in the relevant Purchase
Order (IiAccepted Purchase Order").

5.2.3. The Supplier Agrees, that the Supplier is not entitled to reject any Purchase Order,
prices of which correspond to the price agreed by the Parties. Once a purchase order
has been accepted, the Supplier shall not be entitled to request any further
adjustment of the price of Products.

5.2.4. Without prejudice to the Purchaser remedies under Article 5.3.3, if for any reason it
becomes apparent to Supplier that it is unable to comply with any forecast or
Purchase Order, the Supplier shall immediately (and in any event no later than three
(3) days after the time when Supplier became aware of any such circumstance)
notify the Purchaser and/or its the Authorised Purchaser with details of the reasons
for Supplier's inability to comply with the forecast or the Purchase Order.
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5.3. Delivery

Supplier shall pack all Products in compliance with all applicable statutory provisions
and in a manner adequate to protect such products from loss or damages in transit
and in accordance with the packaging specifications approved by the Purchaser, best
industry standards and good manufacturing practises and comply with all Applicable
Laws.

5.3.1. Supplier shall deliver the Products ordered on ex-factory basis (FO'3)_~ndwithin the
lead times agreed.

5.3.2. The Purchaser shall bear the expenses for transport of the Products from the
Manufacturing Facility to the location to which the Products are to be delivered, as
specified in the Purchaser Order. The Purchaser may appoint and direct the shipping
and freight forwarding agent to collect goods from Manufacturing Facility and deliver
it to the address specified in the Purchase Order. The Purchaser shall also procure
adequate transit insurance.

5.3.3. (A) In the event of delayed or incomplete delivery of Products, the Purchaser and/or
the Authorised Purchaser shall be entitled to undertake any of the following actions
at its sole discretion:

(i) Condone the delay, and extend the time-period within Supplier is required to
deliver the Products, or
(ii) Cancel the Accepted Purchase Order, and recover from the Supplier any
amounts that has been paid, and/or set-off from any amounts due to the
Supplier.

5.3.4 (B) In the event the Supplier fails to deliver the Products within the extended time-
period pursuant to Article 5.3.3 (A) (il, the provisions of Article 5.3.3 (A) (ii) shall
reapply.

5.3.5 Notwithstanding any other remedy available to the Purchaser, in the event of a
delayed or incomplete delivery of Products, the Purchaser shall at its sole discretion
be entitled to:

(i) withhold payment due to the Supplier in respect of the delayed or incomplete
delivery;
(ii) levy a of a penalty of 1% ( one per cent) of the total price of the delayed quantity
of the Products for each week of delay starting from the initially agreed delivery
date and
(iii) purchase the Products or equivalent products from another supplier, either in
entirety or in part, and the Supplier shall pay for any charge and/or any extra
expenses incurred by the Supplier in procuring the Products or equivalent
products from another supplier;

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(iv) Indemnification by the Supplier for any additional direct and indirect costs,
losses and damages incurred by the Purchaser as a consequence of the delayed
or incomplete delivery.

5.3.6 In any case of any delay, Supplier will use its best efforts to minimise the delay.

5.3.7 Delivery of the Products before the agreed date has to be previously accepted by the
Purchaser
ARTICLE 6
PRICE AND PAYMENT

6.1. Price of Products

6.1.1. Parties agree that the price of the Products shall be as agreed from time to time by
the Parties in writing, and/or in each accepted Purchase Order.

6.1.2. It is hereby clarified that, once agreed to by the Parties, the price of the Products
shall be fixed and not subject to any adjustment.

6.1.3. The Parties shall on a best efforts basis endeavour to optimise the Products and
processes from a cost of production perspective, on a continual basis. The Parties
shall co-operate and shall on a best efforts basis identify target areas for possible
cost reduction, and monitor achievements, periodically as agreed between the
Parties.

6.2. Invoices and Payment

6.2.1. Supplier shall issue an invoice to the Purchaser and/or the Authorized Purchasers
upon delivery of the Products in accordance with the Accepted Purchase Orders.
Each invoice shall (i) be sent to the "bill to" contact or address specified on the
applicable Order, (ii) include the Purchase Order number, Products' code, Product
description, unit and total prices for the shipment/delivery covered by such invoice,
and (c) include any other additional information requested in the relevant Purchase
Order, if any.

6.2.2. The payment term will be within sixty (60) days of delivery of Products at the
designated location of the purchaser. /

ARTICLE 7
WARRANTY

7.1. The Supplier represents and warrants to the Purchaser that the Products shall be:

7.1.1. compliant with the Applicable Laws and regulations, this Agreement, the
Specifications and the accepted Purchase Orders;

free of all defects in design, material and workmanship (ihcl

Page 15 of 37
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•

7.1.3. compatible with any parts or components to be assembled or mounted on the

Product in accordance with the Specifications and/or the information provided by
the Purchaser;

7.1.4. fit for the purposes for which products are used, and for any particular purpose for
which the Purchaser requires them, which has been intimated to the Supplier;

7.1.5. compliant with the description given by the Supplier and with the features and
qualities of the Products with the samples which the Supplier has delivered to the
Purchaser and obtained the Purchaser'sapproval.

7.1.6. compliant with such national and international quality, and safety, standards and all
other Applicable Laws(including but not limiting to all laws of the jurisdiction of
Supplier, Purchaser and the Country of Export) required to be complied with, to
permit the Product to be Exported.

7.1.7. Supplier's method of manufacturing the Products will not infringe any patent,
trademark, trade secret, or other proprietary rights of third parties to the Products.

7.1.8. Supplier's method of manufacturing of the Products shall have regard to all the
circumstances, including but not limited to its intended purpose/use and any
instructions and/or warnings in relation to storage and/or use of the Product.

7.2. It is hereby clarified that such warranties shall survive inspection, test, acceptance of
and payment of the Products. It is hereby clarified that, inspection, test, investigation
by or on behalf of the Purchaser or any of its agents, representatives, officers,
employees or advisers, or acceptance of the Products and payment of consideration
the Products by the Purchaser or Authorised Purchaser, shall not prejudice any claim
made by it under this Agreement or operate to reduce any amount recoverable
thereunder or be deemed to modify or qualify any of the warranty.

7.3. The Supplier represents and warrants to the Purchaserthat:

7.3.1. The Supplier is a company duly incorporated, validly existing and in good standing
under the laws of India and has all corporate powers and all material licences,
authorizations, permits, consents and approvals required to carryon its operations
as now conducted.

7.3.2. The Supplier's execution, delivery and performance of this Agreement and the
performance of the obligations contemplated hereby are within its corporate powers
and have been duly authorized by all necessary corporate action on its part. This
Agreement constitutes a valid and binding agreement of the Supplier, enforceable
against it, in accordance with its terms.

7.3.3.

Page16 of 37
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E-Stamp Certificate No. IN-Dl85160141076021 T

up by any person for winding up or liquidation of the Supplier, has been received by
the Supplier.

7.3.4. Neither the execution, delivery and performance by the Supplier of this Agreement,
nor its compliance with or performance of the terms and provisions hereof conflicts
with or constitute a default under any provision of: (a) any agreement or instrument
to which the Supplier is a party; (b) the charter documents of the Supplier; and (c)
any Applicable Law, lien, order, judgment, decree or regulation or any other
restriction of any kind by which the Supplier is bound.

7.4. It is hereby clarified that, It shall not be a defence to any claim against the Supplier
that the Purchaser knew, or ought to have known, or had constructive knowledge of
any information relating to the circumstances giving rise to such claim. The
warranties set out in in this Article 7.1 and Article 7.3 shall not be in any manner
limited by any information disclosed or made available to or received by the
Purchaser or its representatives.

7.5. The Supplier agrees that the warranties inthis Article 7.1 and Article 7.3 shall stand
repeated in each day of delivery of the Product with respect to the facts and
circumstances then in existence, and shall remain in full force for the remaining
period of the shelf life of the Product

7.6. The warranties contained in this Article 7.1 and Article 7.3shall also inure for the
benefit of the Purchaser and/or its successorsand/or its assignees.

(i) The Purchaser undertakes to keep the Supplier, its officers, directors, employees,
successors and assigns indemnified and harmless from and against any and all loss,
liability, damage, fee, cost (including reasonable legal costs on a solicitor client basis),
expense, suit, claim, demand, judgement and prosecution directly or indirectly arising
from or incidental to or resulting either from the Purchaser's failure to comply with and
discharge its obligations in relation to storage, marketing and promoting the Product by
the Purchaser.

7.7. Recall and/or Seizure

7.7.1. Notwithstanding any approval or acceptance granted by the Purchaser in relation to

the Products or samples thereof, if any of the Products, that have been distributed
or otherwise made available on the market, have proved or might prove to have
manufacturing defects or packaging defects, or do not comply with the
Specifications, the Purchaser shall have the right, without prejudice of any further
claim and remedy, to withdraw from the market or recall from the consumers, all
such Products at the cost of the Supplier.

7.7.2. In the event, recall of the Product is reasonably deemed advisable by Purchaser, or
jointly deemed advisable by Purchaser and Supplier, such recall shall be
implemented and administered by the Purchaser. The Supplier shall assist Purchaser
as requested by Purchaser to ensure a timely, accurate, and complete recall of
 E-Stamp Certificate No. IN-DL85160141076021T

Products. The costs of any such Recallshall be borne by the Supplier. The Purchaser
shall have no obligation to pay costs of recall of the Products.

7.7.3. The Supplier shall keep the Purchaser fully and promptly informed of any
notification, event, or other information, whether received directly or indirectly,
which might affect the marketability, safety, or effectiveness of the Product.

7.7.4. In the event of any recall by the Purchaser, or recall or seizure of the Products by
Regulatory Authorities arising out of or resulting from Supplier's breach of this
Agreement, the Supplier shall, at the election of Purchaser,either:

(i) supply the Product, without any additional charge to Purchaser, in an amount
sufficient to replace the amount of Product recalled or seized; or
(ii) refund to Purchaser, or give credit to Purchaser for purchase of Products to be
delivered to the Purchaser in the future, in amounts equal to the price paid by
Purchaser to Supplier for Product, so recalled or seized plus any transportation
costs and/or other costs incurred by Purchaser, and not otherwise recovered by
the Purchaser in respect of such recalled or seized Product.
(iii) The Supplier agrees to indemnify and hold the Purchaser its officers, directors,
employees, successors, and assigns harmless against all losses, damages, or
expenses of whatever form or nature that they, or any of them, may sustain or
incur as a result of:

a) Faulty manufacturing, packagingor labelling of the Products by the Supplier.

b) any acts or omissions of the Supplier or any of its directors, officers, employees,
or agents, including, breach of any of the provision or warranty of this
Agreement.
c) any intellectual property related to the manufacturing process infringement
claims that arise out of the manufacturing, packaging, labeling of the Product
d) However, in an event where supplier disputes purchaser's basis for rejecting the
Product(s) then the rejected Product(s) shall be tested by an independent
laboratory nominated by both the Parties. The independent laboratory's
determination will be final and binding on the parties. The cost of such testing
will be borne by supplier if the independent laboratory confirms that the
Product(s) in question do not comply with the specifications and supplier will, at
its expense, replace any such defective Product(s) within thirty (30) days from
the date of independent laboratories report, free of charge. If the independent
laboratories determine that a Product(s) is not defective, then purchaser will be
deemed to have accepted the Product(s) and will reimburse Supplier the costs of
the independent laboratories, and material! goods supplied

ARTICLE 8
INSPECTIONS AND AUDITS

8.1.

Page 18 of 37
 E-Stamp Certificate No. IN-DL85160141076021T
-,

this Agreement and in particular to inspect the quality of manufacture and packaging
of the Products. Provided, however, that the Purchaser's representatives shall be
required to hold in confidence, and not disclose to any person other than the
Purchaser and/or Authorised Purchaser, any such records without the prior written
consent of Supplier. The inspections shall be carried out by Inspectors of the
Purchaseror by qualified external personnel appointed by the Purchaser

8.2. In the event that any of such verification reveals any non-conformity or non-
compliance with the relevant obligations, or in the event that the Supplier hinders
the Purchaser's reasonable inspection of all materials relevant to such audit, Supplier
will correct the non-conformity and will compensate the Purchaserfor costs incurred
by the Purchaser in undertaking such verification (including, without limitation, out
of pocket expenses), without prejudice to any further claim and remedy including
the termination of the Agreement in accordance with Article 14.2.

ARTICLE9
DEFECTIVEOR NON-CONFORMINGPRODUCTS

9.1. The Purchaser shall notify the Supplier in writing if during the term of the Agreement
if any Products do not conform in quality or quantity as set out in the Accepted
Purchaser Order, Specifications, the provisions of this Agreement and the Technical
and Quality Agreements, Purchase order and appended Schedules. Any defects or
non-conformity of Products shall be deemed properly notified, provided the relevant
notice is given to Supplier within thirty (30) days of the Purchaser discovering or
becoming aware of the key elements of the defect or non-conformity. The Parties
agree that the delivery of the Products does not in any way constitute acceptance of
the Products.

9.2. Remedies for Non-Conformity

9.2.1. In the event of non-conformity of any of the Products in quality or quantity, as

prescribed in the accepted Purchaser Order, Specifications, the provisions of this
Agreement and the Technical and Quality Agreement, and the appended Schedules,
the Purchaser may at its sole discretion exercise any of the following rights:

(i) reject the defective Products or the entire lot to which they belong, subsequent
to which the Supplier shall correct the defects or replace the Products, at
Supplier's own expense, within the time-period prescribed by the Purchaser;
(ii) reject the defective Products or the entire lot to which they belong, cancel the
accepted Purchase Order, and require the Supplier repay any amounts paid by
the Purchaser for the defective or non-conforming Products, within the time-
period prescribed by the Purchaser;
(iii) The request by the Purchaser to correct the defects or replace the Products
according to Article 9.2.1(i) does not prevent the Purchaser to avail itself of the
remedies provided by Article 9.2.1(ii) above, if the Supplier does not correct the
defects or replace the products within the time-period prescribed by the
Purchaser.

age 19 of 37
 E-Stamp Certificate No. IN-DL85160141076021T

9.2.2. In addition to the remedies set out in Article 9.2.1,in any event of any of the Products
in quality or quantity, as prescribed in the Accepted Purchaser Order, Specifications,
the provisions of this Agreement and the Technical and Quality Agreement, and the
appended Schedules,the Purchasershall have the right to:

(i) withhold any payment due to the Supplier in respect of the non-conforming or
defective products;
(ii) purchase the Products from an alternate supplier, the Supplier shall compensate
the Purchaser for any higher amount paid by the Purchaser in purchasing the
goods from the alternate supplier;
(iii) the Supplier shall indemnify the Purchaserof any additional, direct, and indirect,
costs, losses and damages incurred by the Purchaser as a consequence of the
non-conformity of the Products, including but not limited to freight, clearance,
duty, storage and disposal costs.

9.3 The remedies provided by this ARTICLE9 shall be in addition and not in substitution
of any other remedy provided by the Applicable Law.
Supplier undertakes to establish documented procedures to ensure the correct
treatment of non-conforming Products. The Supplier agrees that such procedures
will set out in detail the responsibilities of the Parties, operating modalities, and
other modalities dealing with storage and treatment of non-conforming products,
and record-keeping.

9.4 If in case supplier is unable to supply the products for a period of 6 months due to
any quality issue, manufacturing process issue or issue raised by any regulatory
authority for the product! manufacturing facility then supplier shall refund the
expenses including Regulatory Filing fee, consultancy charge in individual territory,
and license fee paid by the Purchaseto Supplier.

ARTICLE 10
INTELLECTUAL PROPERTY

10.1. The Supplier acknowledges and agrees that the Purchaser shall be the exclusive
owner of and/or shall have sole and exclusive intellectual property rights in and to
trade name, get up and design. The Supplier agrees to execute a" documents
necessary to enable the Purchaser to apply to obtain such intellectual property
protection.

The Supplier shall not, without seeking the prior written consent of the Purchaser,
use in relation to performing its obligations under this Agreement, any trade mark,
patent, copyright, design right or other intellectual property right of whatsoever
nature which is owned by a third party or to which a third party claims rights. The
Supplier shall not infringe in any way any intellectual property rights of a third party
in the manufacture of the Products and in the performance of this Agreement. It
shall be the duty of the Supplier to ensure that the raw material being used by the
'0AR Supplier and/or the process applying for manufacturing~ ("oj' ". uct does not
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 E-Stamp Certificate No. IN-DL85160141076021T

infringe in any way any intellectual property rights of third party.~e brand name
/trade Mark logo ,design, belongs to Purchaser, Purchaser hereby grants supplier, a
non-perpetual, non-exclusive, royalty-free license to use purchaser IS brand
name/trade mark ,logo ,design more specifically enumerated in ANNEXURE- E to
this agreement and herein referred to as the brand name/trade mark, logo ,design',
to affix the same on the products so manufactured under this Agreement by supplier
for purchaser. AND purchaser shall during the continuance of this Agreement use its
best endeavors to discover any infringement or suspected infringement or passing
off or imitation of the said brand name/trade Mark logo, design and, in the event of
such infringement or suspected infringement or passing off or imitation coming to
the knowledge of both the parties, both parties shall forthwith give written
information of the same to each other. Supplier recognizes the great value of the
goodwill associated with the said Brand name /trade mark logo ,design and
acknowledges the brand name/trade mark logo ,design, and all rights therein and
the goodwill pertaining thereto belong exclusively to purchaser agrees not to commit
any act or omission adverse or injurious to such rights.

10.2. For the said IPRrelated issue, purchaser shall be responsible for any infringement if
any Brand name /trade mark ,logo ,design, passing off , in the territory and shall
hold supplier harmless and indemnified for any claims raised from third parties
related to Trademark, Design, marketing authorization, launch and market the
Product in the Territory by purchaser.

10.3. [n case of 3rd party IPRinfringement claim in the Territory, supplier shall provide all
reasonable support to purchaser for litigation and the expense will be borne entirely
by purchaser including attorney fees. Purchaser shall undertakes to indemnify
supplier against any claim ownership of trade mark/ brand name logo, design
belonging to purchaser by any third party.

ARTICLE 11
INDEMNITY

11.1. Supplier shall defend, indemnify and hold harmless the Purchaser and its Affiliates
and their respective directors, officers, agents and employees from and against any
and all direct and indirect losses, liabilities, claims, damages, duties, shipping costs,
freights, penalties, fines, costs and expenses (including reasonable legal fees and
other litigation costs, regardless of outcome) arising out or consequential upon any
breach or violations of the warranties and obligations undertaken by Supplier
pursuant to this Agreement, the Technical and Quality Agreements, the appended
Schedules and the accepted Purchase Orders, whether by reason of the actions or
omissions of Supplier, its agents, employees or sub-contractors or their agents or
employees, or otherwise, and without limitation to the generality of the foregoing
any costs pertaining to any voluntary or mandatory recall of the Products and any
liability arising as aforesaid from any injury to any person or persons.

11.2.

Page 21 of 37
 E-Stamp Certificate No. IN-DL85160141076021T

from its liability and indemnity obligations arising from those materials, samples,
documents or specifications, Purchaser will not be liable under any circumstances in
respect of materials, samples, documents or specifications submitted by the Supplier
and approved or authorized by the Purchaser.

ARTICLE 12
INSURANCE

12.1. The Supplier shall at its cost and risk take a comprehensive insurance policy to cover
all the raw and packaging materials, stocks in process and finished products against
inter-alia, theft, fire, riots, civil commotion, natural calamities including floods.

12.2. The Purchaser and/or the Authorized Purchaser shall at its discretion take an
appropriate insurance policy covering dispatch of the finished product from the
factory gate of the Supplier to the location of delivery.

ARTICLE 13
CONFIDENTIALITY

13.1. For the purposes of this Agreement, "Confidential Information" means all
information, know-how, or data in any form (written, ora" photographic, electronic,
magnetic, computer or otherwise) including without limitation knowledge, trade
secrets, formulations, ingredients, samples, processes, manuals, supplier lists,
customer lists, price and pricing information and marketing information furnished by
either Party (Disclosing Party) to the other Party (Receiving Party) during the term of
this Agreement and identified as confidential by the Disclosing Party at the time of
disclosure.

13.2. The Receiving Party shall keep in confidence and shall use the Confidential
Information of the Disclosing Party only for the purpose of this Agreement. The
Receiving Party shall not disclose the Confidential Information of the Disclosing Party
to any third party, other than those officers, directors, employees, agents or
representatives of the Receiving Party or its subsidiaries or affiliates (collectively,
"Representattves"), who are bound by secrecy obligations either by law or by
contract, on a need to know such Confidential Information. Upon request by the
Disclosing Party, the Receiving Party shall return and/or destroy (together with a
certification of such return or destruction) all Confidential Information furnished
hereunder (including notes, copies, summaries, or extracts thereof.

13.3. The obligations of the Receiving Party set forth in the preceding paragraph shall not
apply to information which: (a) the Receiving Party can demonstrate was in its
possession prior to receipt from the Disclosing Party; or (b) is at the time of
disclosure or becomes, through no breach of this Agreement or violation of
applicable law by the Receiving Party, publicly known; or (c) the Receiving Party can
demonstrate was furnished to it by a third party without breach of a duty of
\~R confidentiality, non-use or non-disclosure to the Disclosing Part '@Jd) the Receiving
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 E-Stamp Certificate No. IN-DL85160141076021T

Party can demonstrate was independently developed by it without use of or reliance

upon the Confidential Information of the Disclosing Party.

In the event that the Receiving Party is required by law or by order of a court or other
governmental agency to disclose the Confidential Information of the Disclosing Party,
the Receiving Party shall be permitted to make such disclosure so long as, to the extent
permitted by law, the Receiving Party notifies the Disclosing Party in writing of the
requirement to disclose prior to such disclosure in order to allow the Disclosing Party a
reasonable opportunity to seek an appropriate protective order or other means to
protect the confidentiality of such Confidential Information. The Receiving Party shall,
at the Disclosing Party's sole cost and expense, reasonably cooperate with the
Disclosing Party's efforts to seek an appropriate protective order or other means of
protection of such Confidential Information.

ARTICLE 14
TERM OF AGREEMENT AND TERMINATION

14.1. Term

This Agreement shall be effective from Agreement Date and shall remain in force for
a period of Five [5] years. On the fifth anniversary of the Agreement Date, this
Agreement stand terminated unless renewed for a further term by the mutual
consent of the Parties.

14.2. Termination

The Purchaser may terminate this Agreement by issuing a written notice to Supplier
with immediate effect in the event:

(i) an arrangement with creditors is made or an insolvency procedure is opened in

respect of the assets of Supplier, or if Supplier is found unable to pay their debts,
or
(ii) all, or substantially all of Supplier's business or assets are nationalized or
appropriated by any Government or sub-division of any Government;
(iii) Supplier is directly or indirectly acquired by or otherwise falls under the control
of another enterprise;
(iv) Supplier fails to comply with the obligations set forth in ARTICLE4, ARTICLE5,
ARTICLE7, ARTICLE8, ARTICLE9, ARTICLE10, ARTICLE11, or ARTICLE13; or
manufactures, or cause the Products to be manufactured, or uses or permits the
use of intellectual property of the Purchaser, and the Purchaser's name and
trademark right outside the scope and limits of this Agreement.;
(v) Supplier commits any material breach of this Agreement and fails to remedy the
same, if capable of remedy, within thirty (30) days after being called upon in .
writing to do so;
(vi) Supplier fails to obtain or loses the Regulatory Approvals necessary to
manufacture the Products;
 E-Stamp Certificate No. IN-DL85160141076021T

'.
(vii) Supplier breaches any of the provisions of the Technical and Quality Agreements
or the Accepted PurchaseOrders or the appended Schedules.

14.3. Consequences of Termination

Upon any termination or expiry of this Agreement, for whatever reason:

(i) Supplier shall immediately cease to manufacture the Products, cease to use the
Specification; cease to use the Purchaser's name and/or trademark and/or in
general the Purchaser's intellectual property with the exception of the
manufacture of Products necessaryto fulfill orders by the Purchaser which are
outstanding at termination or at expiration;
(ii) The Purchaser shall immediately cease to use Suppliers' name and/or general
Supplier's intellectual property with the exception necessary to sell/dispose off
by the Purchaser the unsold inventory of the goods lying with them or to be
supplied to fulfill orders by the Purchaser which are outstanding as date of
termination of the Agreement;
(iii) Supplier will return to the Purchaser, or destroy at its costs, the Products that
are with the Supplier as date of termination of the Agreement, provided that
Supplier may retain and use such quantities as are necessaryto fulfill the orders
ofthe Purchaser which are outstanding at termination or expiration;
(iv) The Either Party will return to the other Party, or destroy at its own cost and to
the satisfaction of the other Party, all the confidential information provided,
available and/or in possessionwith the Either Party as on date of termination of
the Agreement.

14.4. Obligations on Termination

Termination of this Agreement in whole or in part shall not relieve the Parties of any
already accrued rights or obligations hereunder, including without limitation any
obligation regarding disclosure and use of confidential information.

ARTICLE 15
INDEPENDENT PARTY

15.1. Supplier and the Purchaser shall act solely as an independent supplier and purchaser
and nothing in this Agreement shall be construed to create a partnership or joint
venture between them, nor shall it give anyone the power or authority to act for,
bind or commit other in any way. No party is authorised to make any statement,
claims, representations or warranties, or to act on behalf of other, except as
specifically provided for hereunder or authorised in writing by Party. Accordingly,
each Party shall not use or refer to, the name or logo of others or their Affiliates etc,
without the prior written consent of the other Party.
 E-Stamp Certificate No. IN-DL85160141076021T

ARTICLE 16
ASSIGNMENT AND DELEGATION

16.1. This Agreement is personal to the Parties and no Party shall without approval of
other's in writing (i) assignthis Agreement or transfer its interest or any part thereof
under this Agreement to any of its Affiliates (ii) designate and cause any of its
Affiliates and/or Authorised Purchaser to perform all or part of its obligations
hereunder or to have the benefit of all or part of its rights hereunder.

16.2. Notwithstanding the provisions of Clause 16.1 above, the Purchaser shall have right
to transfer its interest or any part thereof under this Agreement to its Authorised
Purchaser, or designate and cause its Authorised Purchaser to perform all or part of
its obligations hereunder or to have the benefit of all or part of its rights hereunder.

ARTICLE 17
FORCE MAJEURE

17.1. If any Force Majeure occurs in relation to either Party which affects or may affect the
performance of any of its obligations under this Agreement, it shall notify the other
party forthwith as to the nature and extent of the circumstances in question.
17.2. Neither Party shall be deemed to be in breach of this Agreement, or shall be
otherwise liable to the other Party, by reason only of any delay in performance, or
the non-performance of any of its obligations hereunder, to the extent that the delay
or non-performance is due to any Force Majeure of which it has duly notified the
other Party, and the time for performance of that obligation shall be extended
accordingly.
17.3. If the performance by either Party of any of its obligations under this Agreement is
prevented or delayed by Force Majeure for a continuous period in excessof fifteen
(15) working days, the Parties shall enter into bona fide discussions with a view to
alleviating its effects, or to agreeing upon such alternative arrangements as may be
fair and reasonable in the circumstances.
17.4. If the performance by either Party of any of its obligations under this Agreement is
prevented or delayed by Force Majeure for 60 days or more, consecutively or
cumulatively, in anyone year, then the other Party shall in its discretion have the
right to terminate the Agreement forthwith upon written notice.

ARTICLE 18
GOVERNING LAW AND JURISDICTION

18.1. Any and all disputes, controversies or claims ("Dispute") arising out of or in
connection with or in relation to this Agreement shall be referred to arbitration of a
sole arbitrator under The Arbitration and Conciliation Act, 1996, as amended.
18.2. The governing law of the arbitration shall be the Arbitration & Conciliation Act, 1996,
as amended. The venue of arbitration shall be New Delhi.
18.3. The provisions of this Clause shall survive the termination or expiry of this
Agreement.

age 25 of 37
 E-Stamp Certificate No. IN-DL85160141076021T

18.4. This Agreement shall be construed, governed by and interpreted in accordance with
the laws of India.
ARTICLE19
NOTICES
19.1 Unless otherwise stated, all notices, approvals, instructions, demand and other
communication given or made under this Agreement shall be in writing and may be
given by email, facsimile or by personal delivery or by sending the same by pre-paid
registered mail or courier addressed to the relevant Party at its address and fax
number set out below:

Purchaser:
Kind Attn.: Mr. Akhlas Ahmed
MIs MANKIND PHARMA LIMITED
208, Okhla Industrial Estate,
Phase-3,New Delhi - 110 020
Ph. No. 011- 46541400
Fax:011-46541382
Email: [email protected]

Supplier:
Kind Attn.: Mr.Riaz Ahmed K Kamal
MIs ZIM Laboratories Limited
Sadoday Gyan (Ground floor),
Opp NADT,Nelson Square
Nagpur - 440013
Maharastra
Email: [email protected]

19.2 Any notice, approval, instruction, demand or other communication so addressed to

the relevant Party shall be deemed to have been delivered (i) if given or made by
registered mail or courier, upon receipt by the addressee; (ii) if given by personal
delivery at the time of delivery to the addressee; (iii) if given or made by facsimile,
upon receipt of a transmission report confirming dispatch and (iv) if given or made
by electronic mail, upon a confirmation of transmission being recorded on the
server of the Party sending the communication, unless the Party receives a message
indicating failed delivery. Each Party further acknowledges and agrees that the
privacy and integrity of electronic transmissions cannot be guaranteed. To the
extent that any information is transmitted electronically, each Party agrees to
release the other Party from any loss or liability incurred in connection with the
electronic transmission of such information, including the unauthorized
interception, alteration or fraudulent generation and transmission of electronic
transmission by third parties provided that the transmitting Party has taken all
reasonable prudent precautions to protect the integrity of its electronic
communication system.

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19.3 This shall not apply in relation to the service of any claim form, notice, order,
judgment or other document relating to or in connection with any proceedings, suit
or action arising out of or in connection with this Agreement.

ARTICLE20
MISCElLANEOUS

20.1 Severability
The Annexes attached to this Agreement are an integrant and substantial part of this
Agreement. Should any part or provision of this Agreement be held unenforceable or
in violation of or in conflict with any Applicable Law or regulation of any jurisdiction,
the invalid or unenforceable provision shall be replaced with a provision which
accomplishes, to the extent possible, the original business purpose and economic
benefit of such part or provision in a valid and enforceable manner, and the balance
of this Agreement (including any such replacement provision) shall continue in full
force and effect and be binding upon the Parties hereto. Supplier and the Purchaser
shall endeavour in good faith to agree upon the wording of any replacement
provision. If no agreement is reached within ninety (90) days after written request by
one Party for the replacement of any such provision, the rewording and replacement
thereof shall be subject to o.

20.2 No Exclusion of Legal Rights

Nothing in this Agreement is intended to nor shall it have the effect of excluding,
modifying or restricting any right or remedy available under any relevant law which,
by virtue of any such law, cannot be excluded, modified or restricted.

20.3 Survival
Any term or provrsion of this Agreement which expressly purports to survive, or
which a reasonable person would assume to be intended to survive termination
hereof, shall be in force during the term of this Agreement and any extension hereof
and shall survive termination or expiration of this Agreement and shall remain in full
force and effect. The provisions of this Agreement which do not survive termination
or expiration hereof shall nonetheless be used in construing and interpreting the
rights and obligations of the Parties.

20.4 Entire Agreement

20.4.1 This Agreement read with the Technical and Quality Agreements, the appended
Schedules and the accepted Purchase Orders constitute the entire understanding
between the Parties with respect to the subject matter hereof and supersedes and
replaces all previous negotiations, understandings and representations whether
written or oral. This Agreement shall not be modified, altered or amended except by
a written document signed on behalf of and delivered by both Parties hereto.

Parties and supersede all previous agreements,

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between the Parties relating to these transactions. Except as required by applicable

Law, no terms shall be implied (whether by custom, usage or otherwise) into this
Agreement.

20.4.3 Any general and/or specific conditions of sale of Supplier which conflicts with this
Agreement, Technical and Quality Agreement, the appended Schedules or accepted
Purchase Order will only be valid with the specific written acceptance from the
Purchaser.

20.5 Exclusionof Other Termsand Conditions

The terms and provisions set forth in this Agreement will prevail on any other
general terms and conditions. No other general terms and conditions shall have any
effect upon or change the provisions of this Agreement unless signed on behalf of
and delivered by both Parties hereto.

20.6 Waiver
Any waiver on the part of either Party hereto of any right or interest hereunder shall
be effective only if made in writing and shall not (unless expressly so stated)
constitute or imply a waiver of any other right or interest, or a subsequent waiver.

20.7 Language
This Agreement is made in two (2) examples each of which once signed shall be
deemed one original. In the event of any dispute concerning the construction or
meaning of this Agreement, reference shall be made only to this Agreement as
written in English and not to any translation hereof into any other language.

20.8 Counterparts
This Agreement may be executed in any number of counterparts, all of which, taken
together, shall constitute one and the same instrument, and any Party (including any
duly authorised representative of a Party) may enter into this Agreement by
executing a counterpart. The delivery of signed counterparts by facsimile
transmission or electronic mail in 'portable document format' ('.pdf') shall be as
effective as signing and delivering the counterpart in person.

20.9 Titles
The titles used herein are for illustration purposes only and shall not be construed as
part of this Agreement.

20.10 PublicAnnouncement

20.10.1 No Party shall make any announcement or press release regarding the
content or signature of this Agreement without the prior written consent of
other Party except that as may be required under Applicable Law.

20.10.2
 E-Stamp Certificate No. IN-DL85160141076021T
a ••

or regulations in any manner disclose or advertise or publish or release for

publication any statement mentioning the other Party or information
contained in or acquired pursuant to this Agreement, or the fact that any
Party has furnished or contracted to furnish the other Party the items
required by this Agreement, or quote the opinion of any employee of the
other Party. In the event the Purchaser or Supplier is required by law or
regulations to disclose such information, each Party agrees that it shall
cooperate fully and in a timely manner with the other with respect to all
disclosures to any other governmental or regulatory agencies.

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ANNEXURE A
CODE OF CONDUCT

1. The Purchaser are committed to the observance of the internationally recognised

fundamental workers rights in conformity with the obligations undertaken with
Indian trade union. Purchaser requires all Suppliers, wheresoever located, to abide
by this code of conduct (this "Code") in accordance with the standards of
Purchaser's global policy (the "Policy"). Purchaser declares that the stipulation of
this Code, and the requirement that its suppliers abide by this Code, not only reflects
a responsible corporate stance, but is also a choice which permits the formation and
continuation of positive businessrelationships with its Suppliers.

2. Purchaser requires that, for so long as a Suppliers supplies Products and/or causes
Products to be supplied to Purchaser, the Supplier shall comply with all the
applicable laws and regulations of the Centre and the State where the Suppliers'
manufacturing premises are located as well as with basic principles with respect to
working conditions as contained in this Code.

3. The minimum requirements defined by this Code are the following:

1. CHILD LABOUR

1.1. That no Supplier shall use or support child labour: no person who is below the
minimum age for employment as established by Applicable Law to complete the
compulsory education shall be employed by any Supplier.

2. FORCED LABOUR

2.1. That forced labour shall not be used nor supported by any Supplier.

2.2. That no form of slavery shall be practised by any Supplier.

2.3. That no worker employed by any Supplier shall be subjected to corporal disciplinary
measures, mental or physical coercion, verbal abuse.

3. WAGES, BENEFITS AND WORKING HOURS

3.1. That wage levels of all categories of workers employed by the Suppliers shall not be
less than the minimum wages prescribed under Applicable Law and collective
contracts entered into by the Suppliers with the trade union organisations
representing their respective workers.

3.2. That overtime of workers employed by Suppliers shall be voluntary, shall not
exceed the maximum limits prescribed under Applicable Law and shall be paid at
rates of not less than those established under Applicable Law and collective
the Suppliers with the trade union organisations

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3.3. That the maximum working hours of workers employed by the Suppliers shall not
exceed the maximum number of working hours established by Applicable Law.

3.4. That workers employed by Suppliers shall be permitted to take rest periods in
accordance with Applicable Law.

3.5. That workers employed by the Suppliers shall be permitted to take annual leave,
sick leave, maternity leave, and all other forms of leave provided for by Applicable
Law and, if more advantageous to the workers in question, by individual
employment contracts and/or collective contracts entered into by the suppliers
with the trade union organisations representing their workers.

4. HEALTH AND SAFETY

4.1. That workers employed by the Suppliers shall be provided with a safe and hygienic
work environment in accordance with the standards established by Applicable Law.

4.2. That health and safety facilities and equipment at all premises used by the workers
employed by the Suppliers shall conform with the standards prescribed under
Applicable Law.

4.3. That machinery safety systems shall be implemented and used by Suppliers and
shall comply with the standards prescribed under Applicable Law.

4.4. That an appropriate area, or areas shall be set aside by Suppliers for the workers
employed by the Suppliers to take meals and pauses.These areas must conform to
Applicable Law.

4.5. That all premises used by the workers of Suppliers, shall conform with local fire
prevention regulations, have adequate and clearly marked safety exits, be
ventilated and illuminated and have hygiene facilities all of which conform with
Applicable Law.

4.6. That all premises used by the workers of the Suppliers, shall conform with
Applicable Law relating to environmental protection.

4.7. That medical assistance shall be available to the workers of Suppliers in case of
emergencies and that workers responsible for providing such medical assistance
shall be trained in first aid procedures.

4.8. That an emergency evacuation programme shall be drawn up and shall be regularly
tested at all premises used by the workers of Suppliers.

5. DISCRIMINATION

5.1. That no worker employed by any Supplier shall be subjected to discrimination on

any ground relating to race, social class, age, national origin, sex, disability,
language, religion or trade union association.
 E-Stamp Certificate No. IN-DL85160141076021T

6. TRADE UNIONS

6.1. That workers employed by Suppliers have the freedom to establish and/or
participate in such trade union organisations as are permitted by Applicable Law
and the appointed representatives of such trade unions have the freedom to put
forward proposals in negotiation on issues related to workers' rights and working
conditions in the manner and to the extent provided under Applicable Law;

6.2. That trade union organisations, permitted by Applicable Law, have the freedom to
enter into collective contracts on behalf of the workers they represent, in
conformity with Applicable Law.

7. Purchaser, in accordance with this Code, requires the Suppliers to require, and
ensure, that all subcontractors employed, or engaged, by the Suppliers comply with
the provisions of this Code.

8. Purchaser may, from time to time, stipulate such policies and procedures as
Purchaser, in its absolute discretion, deems necessary for assessing its Suppliers'
compliance with this Code. To this end Purchaser inspectors or independent
auditing companies designated by Purchaserto act on Purchaser's behalf are to be
given free accessto the premises and plants of Suppliers and are to be permitted to
have confidential talks with workers.

9. Any contravention of and/or falling short of compliance with this Code and/or any
failure by a Supplier to accept a corrective action requested by Purchaser shall, and
shall be deemed to, constitute a fundamental breach by the Supplier of the
contract.

10. Purchaser shall distribute its Suppliers a copy of this Code, in English language. This
Code is expected to be displayed in the Suppliers' factories, translated into the
Local Language,and made available to all workers of all the suppliers. EachSupplier
shall provide its workers with all necessaryinformation relating to this Code and its
implementation.

This Code shall be governed by and construed in accordance with the Indian laws.

Date: Date:

For MIs ZIM

(AKHLAS AHMED)
ORIZED SIGNATORY

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ANNEXURE B

At least the following formalised procedures as applicable to the matters of mutual business
only shall be available to Purchaser:

v" Identification and traceability

v" Suppliers qualification
v" Purchasesmanagement (including correct management, identification and storage
of purchased products)
v" Deviation management
v" Corrective and preventive measures and continuous improvement
v" Manufacturing protocols
v" Tests and controls (including the management of the functional controls carried
out on equipment for end product conformity control)
v" Processcontrols
v" Critical point management
v" Cleaning and sanitation
v" Document and data management
v" Instrument calibration and maintenance
v" End product storage
v" Resourcemanagement and training of personnel
v" Internal audits

Date:

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- .
ANNEXUREC

LIST OF PRODUCTS WITH TENTATIVE PROJECTEDQUANTITY

Annual
S. No. Product Strength Dosage Brand Name Pack Size Forecast
(In Packs)
Dutasteride
and 0.5 mg/ Flokind-D
1 Capsules 3 X 10's 75000
Tamsulosin 0.4 mg Capsules
Hydrochloride
Dabigreat-150
2 150mg Capsules 3 X 10's 35000
Dabigatran Capsules
Etexilate Dabigreat-110
3 110mg Capsules 3 X 10's 30000
Capsules
Tofacitinib
56Film
Citrate Tofakind-ll
4 llmg Tablets coated 7500
Extended ERTablets
Tablet
Release
Pancreatin Overzyme 10K 100 Pellets
5 10000lU Capsules 40000
Capsules Capsules in Capsule
Pancreatin Overzyme 25K 100 Pellets
6 25000lU Capsules 65000
Capsules Capsules in Capsule

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E-Stamp Certificate No. IN-DL85160141076021T

ANNEXURE 0
LIST OF TERRITORIES

1. Sri Lanka
2. Myanmar
3. Cambodia
4. Malaysia
5. Philippines
6. Peru
7. Chile
8. Colombia
9. Mexico
10. Ukraine
11. Kazakhstan
12. Uzbekistan
13. Russia
14. Kenya
15. Uganda
16. Tanzania
17. Zambia

Date: Date:

For MIs ZIM

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 ,
I

"'-

'- .
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E-Stamp Certificate No. IN-DL85160141076021T

ANNEXURE E
LOGO AND TRADE MARKS BELONGING TO PURCHASER

LOGO:

Mankind/IIJI.
TRDAEMARK:

• FLOKIND
• DABIGREAT
• TOFAKIND
AI OVERlYME

Date:

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SIGNATORIES

IN WITNESS WHEREOF, the Parties have entered into this Agreement the day and year first
above written.

Signed, sealed and delivered

Mis MANKIND PHARMA LTD.

By and within the named Purchaser

Mis MANKIND PHARMA LTD.
208, Okhla Industrial Estate,
Phase-3,New Delhi -110 020

Signed, sealed and delivered

Mis ZIM Laboratories Ltd.
By and the within named Supplier
Mis ZIM Laboratories Ltd.
SadodayGyan (Ground floor),
Opp NADTNelson Square,
Nagpur - 440013

In the presence of

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