SUPPLY AGREEMENT

THIS SUPPLY AGREEMENT (together with the Annexures hereto, the “Agreement”) is made
and executed on _______________ 2020 , (the “Effective Date”) by and between:
TABLETS MEDOPHARM PRIVATE LIMITED, a private limited company incorporated under
the laws of India and having its registered office at No.3B, R.A. Building 2nd Floor, Old No.
19, New No. 72, Marshalls Road, Egmore, Chennai – 600 008, (hereinafter referred to as
“TMPL”);
AND
AL WANEES BUSINESS INTERNATIONAL LLC, a company existing under the laws of Sultanate
of Oman and having its registered office at PB:511, PC 105 , Room No 601,AL Muthana
Square, Muscat, Sultanate of Oman (hereinafter referred to as the “AL WANEES”).
AL WANEES and TMPL are hereinafter sometimes collectively referred to as the “Parties”
and each may be referred to in singular as a “Party”;

RECITALS
A. Whereas, TMPL is a joint venture company of Tablets India Limited & Medopharm
Private Limited along with its associate entities. TMPL is currently a merchant exporter
and through its associates directly or indirectly is active in the development,
manufacture and sale of finished dosage forms of pharmaceutical / nutraceutical / food
supplement preparations, and has developed or authorized through its related
associates or third parties to the finished dosage of pharmaceutical product described
in Annexure I (hereinafter referred to as “Product”) and has compiled a Registration
Dossier (hereinafter referred to as “Dossier”) that it wishes to license;

B. Whereas, AL WANEES is a pharmaceutical company, specialized in the development,

marketing, sale and distribution of pharmaceutical products;

C. Whereas, TMPL is willing to authorize and provide required support for AL WANEES to
apply and obtain Market Authorization on AL WANEES name based on TMPL’s Dossier
solely for the purpose of fulfilling AL WANEES’s obligation under the scope of this
Agreement.
D. Whereas, AL WANEES is interested in using TMPL’s Dossier that it had developed or
authorized through its related parties or third parties to obtain under TMPL’s
trademark or in the trademark of its related associates or third parties a Marketing
Authorization on AL WANEES name in order to market, sell and distribute the Product in
the Territory to all trade channels including hospitals, clinics, retail outlets, wholesale
outlets and governmental tenders in Territory.

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NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein
and for good and valuable consideration, the adequacy and sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:

SECTION 1 – DEFINITIONS
1.1 Interpretation - This Agreement is to be interpreted according to the common
intention of the Parties. If intention cannot be established, this Agreement is to be
interpreted according to the meaning that a reasonable person in the same shoes as
the Parties would give it in the same circumstances.
1.1.1 The headings of the Sections herein are included solely for convenient
reference and shall not control the meaning or the interpretation of any of
the provisions of this Agreement.
1.1.2 Except where the context otherwise requires, the singular shall include the
plural and vice versa.
1.2 Terms - For the purposes of this Agreement, the terms defined in this Section 1
(written in capital letters or with capitalized initial letter) shall have the respective
meanings set forth below:
1.3 “Active Substance” or “API” shall mean the Active Ingredient of the Product which is
responsible for its pharmacological activity.
1.4 “Adverse Market Conditions” shall mean an event of an adverse change in the market
that affects the price of the Product, such as: decrease or increase of market and/or
API price due to competition, amendment of law, shortage of raw materials, currency
fluctuations and other such analogous situations.
1.5 “Affiliate” shall mean any corporation, company, joint venture and/or firm that
controls, is controlled by, or is under common control with a Party. For purposes of
this definition, “control” means (a) in the case of corporate entities, direct or indirect
ownership of at least fifty percent (50%) of the stock or shares having the right to vote
for the election of directors, and (b) in the case of non-corporate entities, direct or
indirect ownership of at least fifty percent (50%) of the equity interest with the power
to direct the management and policies of such non-corporate entities.
1.6 “Trademark” shall mean the rights to trade names, brand name along with the
technical and commercial information that may gain or have access to pursuant to this
Agreement, shall remain the property of the respective party. The parties have the
mere right to use during the term of this agreement and shall acquire no other
interest or right in such trade name/brand name.
1.7 “Agreement” shall mean this Supply Agreement, together with all attached schedules,
annexures, etc., as they may from time to time hereafter be amended or otherwise
modified as per the mutual agreement of the Parties.
1.8 “Applicable Laws” shall mean all current laws, regulations, guidelines and other
requirements of competent authorities, including without limitation all Good
Manufacturing Practice and Good Distribution Practice standards, which are applicable

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 to the relevant activities of a Party under this Agreement, as may be applicable
amended from time to time.
1.9 “Competing Product” shall mean any finished pharmaceutical product containing the
API as the active substance as the subject Product of this Agreement.
1.10 “Confidential Information” shall mean, with respect to each Party, any non-public
proprietary data or information which (i) is related to the Products and/ or the Parties’
and/or their Affiliates’ businesses, and (ii) belongs, by ownership, license or other
rights, in whole or in part to such Party or its Affiliates and/or (iii) information
designated as the Confidential Information of such Party hereunder.
1.11 “Effective Date” shall mean the date first above written in this Agreement.
1.12 “cGMPs” shall mean the current Good Manufacturing Practices applicable to the
Products according to the respective Territory Guidelines.
1.13 “Losses” shall mean all losses, costs, damages, judgments, settlements, interest, fees
or expenses, including but not limited to all reasonable attorneys’ fees, experts’ or
consultants’ fees, expenses and costs arising from the breach of this Agreement by
either Party.
1.14 “Marketing Authorization” or “MA” shall mean any authorization to place a Product
on the market granted by a Regulatory Authority in any country of the Territory based
on the Dossier.
1.15 “Minimum Order Quantity” or “MOQ” shall mean the minimum order amounts for
tablets, blisters and/or finished packs and/or Packaging Materials that are described in
Annexure I of this Agreement.
1.16 “Product” shall mean the medicinal finished dosage product containing the Active
Substances in the dosage strength as developed by TMPL or authorized through it
related parties or third parties and described in the Dossier(s) and as detailed in
Annexure I to this Agreement.
1.17 “Regulatory Authorities” shall mean any official administrative or governmental
authority having jurisdiction within the Territory to grant Marketing Authorizations
with respect to the Product.
1.18 “Registration Dossier” or “Dossier” shall mean the documentation compiled by TMPL
for applying for Marketing Authorization(s) for the Product(s).
1.19 “Specifications” shall mean the specifications of the Product as laid down in the
Registration Dossier.
1.20 “Territory” shall mean Sultanate of Oman.

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SECTION 2 – GRANT OF LICENSE, NO OTHER RIGHTS
2.1 License Grant for the Dossier - TMPL hereby grants to AL WANEES and its Affiliates an
exclusive license to use the Dossier to obtain, maintain and use Marketing
Authorization for the Products as in Annexure-1 in the Territory to use, promote,
distribute, market and sell the Products under TMPL trademark and its affiliates or
third parties in the Territory during the subsistence of this agreement. AL WANEES
shall relinquish its use of the Marketing Authorization for the products and shall also
issue the No Objection Certificate, after the expiry or termination of this agreement.
2.2 No Other Rights and Licenses - Except as explicitly set out in this Agreement, each
Party shall be and remain the sole owner of its Intellectual Property and no other
rights in and to any Intellectual Property are granted or assigned under this
Agreement.

2.2.1 Intellectual Property of TMPL – For the sake of clarity, all intellectual property
together with any data, writings and other property in any form whatsoever
related to the Product or Product Dossier, which is provided to AL WANEES by
or on behalf of TMPL and which was owned or controlled by TMPL prior to
being provided to or is subsequently owned or controlled or used by TMPL
hereunder, shall remain owned or controlled by TMPL. Any license related to
the Product granted by TMPL hereunder to AL WANEES is solely for the
purpose of AL WANEES performing its obligations under this Agreement.

SECTION 3 - REGISTRATION DOSSIER

3.1 Delivery of the Dossier - Upon execution of this Agreement, TMPL will provide AL
WANEES with a copy of the Dossier as per the NPRA guideline shared.

3.2 Cost of the Dossier - AL WANEES shall pay TMPL USD 1,500 (US Dollars One Thousand
Five Hundred) per Dossier, which would be adjusted in the first 3 commercial invoices.
50% of the amount will be paid immediately on signing of the agreement and balance
50% to be paid immediately upon submission of Dossier to AL WANEES.

SECTION 4 – REGISTRATION PROCEDURE

4.1 Registration Procedure by the AL WANEES - TMPL hereby authorizes AL WANEES, to

apply for Product Registration based on the TMPL’s Dossier in the Territory, in their
own name and on their own behalf.

4.1.1 Support by TMPL - TMPL shall promptly provide AL WANEES with answers to
any deficiency letter or other questions of the authorities and with all other
information, documents, materials, samples, licenses, authorizations and
assistance as may be reasonably required for obtaining and maintaining the
Marketing Authorizations in the Territory.

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4.2 Registration Costs - AL WANEES shall bear all fees and expenses in the agreed
Territory, incurred for all Registration Procedures, including all fees payable to the
respective Regulatory Authorities, in the Territory.

SECTION 5 - MARKETING AUTHORIZATION, REGULATORY AND OTHER GOVERNMENTAL

COTMPLIANCE

5.1 Ownership of Marketing Authorizations - Subject to the terms of this Agreement, AL

WANEES shall become and remain the sole owner of Marketing Authorizations
obtained as a result of the Registration Procedures under the subsistence of this
Agreement only. AL WANEES shall relinquish its use of the Marketing Authorization for
the products and shall also issue the No Objection Certificate, after the expiry or
termination of this agreement.

5.2 Compliance - TMPL and AL WANEES shall comply with all Legal and Governmental
requirements in the Territory regarding Product sold by AL WANEES under this
Agreement.

5.3 Labeling: TMPL shall be responsible for and will prepare labeling and package insert
information at its own expense as required by Laws and Regulations in the Territory
and by the terms of this Agreement. AL WANEES shall not remove, change, amend or
otherwise interfere with any instructions approved or required by any Regulatory
Authority as to the use or warning for the Product, including statements concerning
the Product on the packaging, labeling leaflets or insert accompanying the Product
sold hereunder.

SECTION 6 - MARKETING

6.1. General: AL WANEES will use commercially reasonable efforts to diligently and
promptly market, launch and sell the Product in the Territory. AL WANEES shall cease
selling, offering for sale and advertising for sale any Product in the Territory
immediately upon the revocation or cancellation of the Marketing Authorization for
the Product and on written intimation of such revocation or cancellation by TMPL to
AL WANEES.

6.2. Distribution: AL WANEES shall, through the use of its sales personnel, warehousing,
promotional and distribution activities use commercially reasonable efforts to
promote, market, sell and distribute the Product in the Territory. AL WANEES shall
purchase the Product from TMPL on a principal to principal basis and TMPL shall
ensure its best effort to supply the required quantities of the Product enabling AL
WANEES to maintain necessary inventory to assure continuous availability of the
Product in the Territory. TMPL should ensure that the product is manufactured and
supplied as per the registered information.

6.3. Promotional Material: AL WANEES shall be responsible at its own costs to prepare
necessary promotional materials for use in the Territory. AL WANEES shall assume
responsibility for compliance with all Legal and Regulatory requirements in the

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 Territory with respect to promotional material related to the Product subject to
TMPL’s right to review such materials in advance. TMPL shall provide soft copies of
sufficient training materials, clinical papers pertaining to the product where available
and useful for AL WANEES to prepare the necessary promotional material.

6.4. Customers: AL WANEES shall market the Product and promptly handle all inquiries,
quotations, correspondence and orders from Governmental and Non-Governmental
Parties.

6.5 Packaging: TMPL shall prepare its packing design, artwork and label and submit to AL
WANEES and AL WANEES shall within ten (10) days of such receipt from TMPL convey
its acceptance. Parties shall ensure that the packaging and the labeling shall be as per
the regulatory and statutory requirements of the Territory.

SECTION 7 - OBLIGATIONS, PURCHASE & SUPPLY OF THE PRODUCT

7.1 In consideration for the licensed rights hereunder, on execution of this Agreement, AL
WANEES shall purchase the Product for the Territory on a principal to principal basis
from TMPL in the Territory.
7.2 AL WANEES shall, through the use of its sales personnel, warehousing, promotional
and distribution activities use commercially reasonable efforts to promote, market,
sell and distribute the Product in the Territory. AL WANEES shall exclusively purchase
the Product from TMPL only and will try its best efforts to maintain necessary
inventory to assure continuous availability of the Product in the Territory.
7.3 AL WANEES’S Price: AL WANEES shall be free to determine the selling price of the
Product in the Territory, subject to prior written intimation is given to TMPL.

SECTION 8 - FORECASTS AND ORDERING

8.1 Forecast. AL WANEES had submitted a tentative forecast of the quantities of the
Product that AL WANEES intends on purchasing from TMPL as given under Annexure-1
that may be reviewed/modified at the discretion of TMPL. AL WANEES hereby agrees
to meet at-least 85 % of the forecast every year (“Minimum Target”). If the same is
not being achieved by AL WANEES, TMPL shall have the right to treat this event as a
non-performance.

8.2 Ordering and Delivery. AL WANEES shall place an order to be of a quantity more or
at-least to the minimum order quantity for a Product as agreed between the parties
on a purchase order form (“Purchase Order”). TMPL shall confirm any Purchase Order
placed according to the terms of this Agreement within ten (10) days of the receipt by
TMPL failing which the Purchase Order shall be deemed accepted by TMPL
(hereinafter referred to as “Binding Order”). TMPL shall deliver the Product to AL
WANEES ordered pursuant to each Purchase Order within seventy five (75) days or as
mutually agreed from the date the Purchase Order is placed by AL WANEES (“Delivery
Date”).

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8.3 Delivery Terms: TMPL shall deliver the ordered Product on FOB (Incoterms 2010) basis
as mutually agreed. Title and risk of loss shall pass on to AL WANEES upon delivery on
FOB basis. All Product received by AL WANEES shall be received at least with 80% shelf
life prior to the expiry date marked on the Product. AL WANEES shall within 15days of
the receipt of the Product intimate to TMPL the Product not meeting the
specifications stipulated herein in this Agreement with necessary supporting
documents. TMPL shall replace the Product not meeting the specifications free of
costs within sixty (60) days or as mutually agreed of such intimation subject to section
No. 8.7.
8.4 Inability to Supply: In the event that TMPL is unable, for any reason, to supply the full
amount of Product in an accepted Binding Order, TMPL shall notify AL WANEES of
such shortage as soon as possible and the Parties shall negotiate in good faith to
determine when and to what extent Product can be supplied to AL WANEES.
8.5 Product Acceptance. Upon receipt of the shipment of the Product by AL WANEES at
the AL WANEES’s storage facilities or depots, AL WANEES shall conduct inspection to
inspect the quality and the quantity of the Product delivered by TMPL in accordance
with the internal testing standards and protocols agreed by the Parties. Complaints
regarding the quantity and quality that could be reasonably observed by inspection
(apparent defect) will be reported to TMPL at the earliest but in no case later than
fifteen (15) days from the receipt of the Products at AL WANEES warehouse. In the
event there is a shortage of quantity of Product delivered specified in the Purchase
Order, TMPL shall deliver the shortfall quantity in the immediate following
consignment of Product. In event of a Latent Defect AL WANEES shall notify the TMPL
within Thirty (30) days of detection of such defect. The TMPL shall replace the
defective goods within Sixty (60) days of such detection and intimation about the
latent defect, subject to Clause no. 8.6. In event the TMPL is unable to supply the
Product within sixty (60) days of scheduled timelines as per Purchase Order, AL
WANEES retains right to cancel the Purchase Order without any liabilities to AL
WANEES.
8.6 Independent Laboratory: In case AL WANEES rejects any Product pursuant to section
8.5 above, AL WANEES shall return/destroy such defective Products rejected pursuant
to rejection notice to TMPL, at TMPL’s sole cost and expense. If TMPL accepts the
claim, TMPL shall within Sixty (60) days or as mutually agreed, from the date of
rejection of Product by AL WANEES, replace such rejected Product at no additional
charge to AL WANEES. In case TMPL disagrees with the finding of AL WANEES in this
respect, the samples of such Product taken from the relevant batch will be referred to
an independent mutually acceptable Third-Party laboratory for testing of the same.
The finding of such laboratory shall be final and the cost of such testing will be to the
account of the losing party. If the finding of the independent laboratory attributes the
quality defect or non-conformance of Specifications, TMPL shall substitute the Product
with no additional expense to AL WANEES for such quality defects in the Product.
8.7 QC Testing: From all the batches that are being supplied to AL WANEES, AL WANEES
shall receive samples before dispatch of the shipment to carry out independent
quality analysis in a lab of AL WANEES’s choice.

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8.8 Product Returns: AL WANEES shall be responsible for all costs associated with the
return of any Product to AL WANEES in the territory, with the exceptions that TMPL
shall be responsible for the cost of all Product returned due to non-conformance of
the Product with the Specifications / Quality Defect in the product at any time prior to
the expiry date marked on the Product, where such failure to conform to
Specifications is not the result of improper handling or storage of the Product after
delivery to AL WANEES. In case TMPL disagrees with the finding of AL WANEES in this
respect, Parties shall settle such dispute through Independent Laboratory in
accordance with section 8.6 of this Agreement.

SECTION 9 - PAYMENT TERMS

9.1. Supply Price: The initial Supply Price shall be determined mutually between AL
WANEES and TMPL, before the filing of the dossiers for the Products in the respective
Territories. The agreed products along with the specified Territories and the accepted
prices are specified in the Annexure I. Further AL WANEES shall have an option of
negotiating the prices as per market conditions during the first commercial launch and
subsequent regular supplies as mentioned in the relevant purchase order.
9.2 Payment Terms on Supply Price: Except or otherwise specifically provided for herein,
AL WANEES shall pay TMPL in US Dollars on LC at sight basis.
9.3 Failure to Pay: If AL WANEES fails to pay for Product when due, TMPL may suspend
deliveries of the Product and notify in writing that deliveries have been suspended
pending receipt by TMPL of payment in full.
9.4 Taxes: All taxes for activities undertaken by respective Parties under this Agreement
shall be borne by such Party.

SECTION 10 - ARTWORK AND TEXT

10.1 Technical Specifications
- TMPL shall inform AL WANEES of the technical specifications (key lines, etc.) required to
prepare the artworks and text for the finished packs of the Product Parties shall
ensure that the packaging and the labeling shall be as per the regulatory and statutory
requirements of the Territory.
10.2 Responsibility for the contents of the Artworks
- TMPL shall be responsible for the contents of the artworks, text and colours of the leaflets,
boxes, and cartons, etc., including any modifications.

10.2.1 Responsibility for the contents of the finished packs – TMPL shall be solely
responsible for the contents of all the individual elements of the finished
packs.
10.2.2 Approval in writing – AL WANEES shall approve in writing the printed proofs
of the Packaging Materials (i.e. - printed aluminium foil, leaflets, carton
boxes, etc.) as per the regulatory and statutory requirements of the Territory.

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10.3 Modifications to the artworks and text - Any cost arising from any modifications to the
artworks and text of the finished packs, whether they are the initiative of AL WANEES
or are required by the Applicable Laws in the Territory, shall be borne exclusively by
TMPL.
10.4 Trademarks
10.4.1Trademarks Owner: Trademarks covered under this Agreement shall mean
the registered names listed in Annexure 1 and all other names, marks, designs,
emblems, trade names of the trademark, registered or not, owned, controlled
or used by AL WANEES or TMPL /its affiliates
10.4.2Exclusive Trademarks Owner: Both parties agrees not to contest, not aid
others in contesting, directly or indirectly during the term of this agreement or
any extension thereof, the validity of or title to any TRADEMARKS of either
party and also acknowledges that TRADEMARKS shall remain the sole and
exclusive property of the respective party.
10.4.3Title of Trademarks Violation: Both parties shall not represent at any times
that it has any right or title in and to TRADEMARKS and agrees not to do or
cause to be done any act or thing which may in any way impair the right or
title of TRADEMARKS.
10.4.4Assist to Protect: If either party have found that TRADEMARKS are disputed
or infringed upon by a third party, the respective party shall promptly inform
the other thereof and assist the other party to take steps necessary to protect
their rights.
SECTION 11 - INDEPENDENT CONTRACTOR
11.1 Each Party shall act solely as an independent contractor and nothing in this Agreement
shall be construed to give either Party the power or authority to act or contract for
other Party. Neither Party shall use the other Party’s name or logo in a manner that
might suggest such Party as other Party’s agent. Neither Party shall use other Party’s
name or logo on its stationary, business cards, or advertising without the prior written
consent of the other Party. All uses of other Party’s name by any Party must include a
reference to such Party’s relationship and include the other Party’s name. In addition,
neither Party shall use the other Party’s name or logo in any shareholder reports,
press releases or other communications with the media or analysts, without the prior
written consent of the other Party.

SECTION 12 – ADVERSE EVENTS, RECALLS AND OTHER REGULATORY MATTERS

12.1 Contact Persons: Each Party shall inform the other Party of a contact person for
Regulatory Affairs and a contact person for Pharmacovigilance, along with such
person’s phone number, e-mail ID, and other pertinent information. Each Party shall
promptly inform the other Party if the contact person changes.
12.2 Adverse Events/Pharmacovigilance: AL WANEES shall without delay inform TMPL in
writing of all adverse events associated with the use of the Product in the Territory
and comply with all other reporting requirements with respect to Pharmacovigilance

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 for the Product. As of the date, AL WANEES receives its first Shipment of the Product
and continuously thereafter during the term of this Agreement, AL WANEES shall have
sufficient number of qualified personnel to handle Pharmacovigilance activities
including Adverse Events, Product complaints, for the Product in the Territory.
SECTION 13 - PRODUCT RECALL
13.1 Regulatory Recall: If any Governmental or Regulatory Authority having jurisdiction in
the Territory requires either Party to this Agreement to recall any of the Product, such
Party shall immediately give written notice to the other Party, of such action and all
particulars thereof and review with the other Party on the manner in which recall is to
be carried out. Both Parties agree to advise and cooperate with the other to assist
with the recall process. Expenses relating to the statutory recall shall be borne by
TMPL, if the recall is on account of Quality and Manufacturing defect or non-
conformance of Specification in the product.
13.2 Voluntary Recall: TMPL shall have the right, acting reasonably, to initiate a voluntary
recall. In case of a Voluntary Recall, initiated by TMPL, TMPL shall immediately give
written notice to AL WANEES of such action and all particulars thereof and review with
AL WANEES on the manner in which the Recall is to be carried out. In the event that
AL WANEES believes that a Voluntary Recall should be initiated, TMPL shall be
consulted prior to the decision of Voluntary Recall and the manner Recall and related
communication. Expenses relating to the Voluntary recall shall be borne by the party
initiating the recall..

SECTION 14 – INDEMNIFICATIONS
14.1 AL WANEES shall indemnify and hold TMPL harmless from and against any and all loss,
including without limitation court costs and reasonable attorneys’ fees and expenses
regardless of outcome, arising out of any and all governmental or private actions
(whether by insurers under rights of AL WANEES subrogation or otherwise) that are
related in any way to (i) AL WANEES negligence or willful malfeasance; (ii) AL WANEES
storage, handling, promotion, distribution or sale of the Product; or (iii) to any claim of
AL WANEES’s breach of MA/Product Registration or Pricing or Marketing Regulations
(iv) to any claim of failure by AL WANEES to comply with legal and/or governmental
regulatory requirements relating to the Product, which is solely attributable to the AL
WANEES, except if, and to the extent that, any such loss is related in any way to the
negligence or willful malfeasance of TMPL.
14.2 TMPL shall indemnify and hold AL WANEES harmless from and against any and all loss,
including, without limitation, court costs and reasonable attorneys’ fees and expenses
regardless of outcome, arising out of any and all governmental or private actions
based upon (i) TMPL’s negligence or willful malfeasance (ii) Any Quality or
Manufacturing Defect or Non-Conformance of Specification in the Product, except
where such failure is caused by use, improper storage and or handling of the Product
after delivery to AL WANEES Warehouse or (iii) breach of representation and
warranties under the scope of this Agreement, (iv) any Third Party intellectual
property claims on registering and commercializing the Product in the Territory (v) any
Product withdrawal, Product Recall , Statutory Recall in the Territory not attributable
to acts or omissions of AL WANEES , (v) any Product Liability claims arising out of

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 defect in the Product, except if, and to the extent that, any such loss is related in any
way to the negligence or willful malfeasance of the AL WANEES.
14.3 Notice of Claim to Indemnification: In the event of any claim being made against a
party hereto (the “Indemnified Party”) for which the other party (the “Indemnifying
Party”) has agreed to indemnify the Indemnified Party pursuant to this Section, the
Indemnifying Party shall be promptly notified thereof and the Indemnifying Party may,
in its discretion and at any time, assume and control all negotiations for the
settlement of the same and any litigation (including, but not limited to, the defense of
any claim) that may arise therefrom regardless of whether it is the Indemnified Party
or the Indemnifying Party. The Indemnified Party shall provide such assistance with
respect to any settlement or litigation efforts by the Indemnifying Party as the
Indemnifying Party may reasonably request. Subject to the other provisions of this
Section, the Indemnifying Party may, at its sole expense, participate in the defense of
any claim hereunder with counsel of its own choice.
SECTION 15 - REPRESENTATION AND WARANTIES

15.1 Representations and Warranties of TMPL: TMPL makes the following covenants,
representations and warranties to AL WANEES and does so in full understanding and
acknowledgement that AL WANEES is relying on the said representations and
warranties in concluding the present Agreement:

15.1.1 Status: TMPL is a private limited company registered and existing under the
Laws of India. TMPL has the corporate power and authority to enter into the
present Agreement and to perform all its obligations hereunder.

15.1.2 Necessary Proceedings: TMPL has taken all necessary corporate actions and
proceedings to enable it to enter into the present Agreement. That it is in
compliance with and shall remain in compliance with all regulatory and
statutory laws.

15.1.3 No Violation: TMPL warrants that the execution, delivery and performance of
this Agreement by it (1) does not and will not violate or conflict with any
provision of law or any provision of its articles of incorporation or by-laws;
and (2) does not and will not, with or without the passage of time or the
giving of notice, result in the breach of, or constitute a default, cause the
acceleration of performance, or require any consent under, or result in the
creation of any lien, charge or encumbrance upon any of its property or
assets pursuant to any material instrument or agreement to which it is a party
or by which it or its properties may by bound or affected. The products
manufactured by TMPL shall be as per the quality standard after going
through all Quality Checks, Controls and meeting Regulatory requirements.

15.1.4 Compliance: TMPL warrants that the Product shall meet Specifications and
shall comply with TMPL’S official labeling for the Product to the expiry date
marked on the Product; TMPL further warrants that the Product
manufactured by or for TMPL shall comply with the cGMP requirements of

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 the Regulatory Authority. TMPL represents and warrants that it will take all
commercially reasonable actions necessary to assist AL WANEES in obtaining
and maintaining the Marketing Authorization in the Territory during the
Term.

15.2 Representations and Warranties of AL WANEES: AL WANEES makes the following

covenants, representations and warranties to TMPL and does so in full understanding
and acknowledgement that TMPL is relying on the said representations and warranties
in concluding the present Agreement:

15.2.1 Status: AL WANEES is a corporation organized and existing under the Laws of
the TERRITORY. AL WANEES has the corporate power and authority to enter
into the present Agreement and to perform all its obligations hereunder.

15.2.2 All Necessary Proceedings: AL WANEES has taken all necessary corporate
actions and proceedings to enable it to enter into the present Agreement.

15.2.3 No Violation: AL WANEES warrants that the execution, delivery and

performance of this Agreement by it (1) does not and will not violate or
conflict with any provision of Law or any provision of its articles of
incorporation or by-laws; and (2) does not and will not, with or without the
passage of time or the giving of notice, result in the breach of, or constitute a
default, cause the acceleration of performance, or require any consent under,
or result in the creation of any lien, charge or encumbrance upon any of its
property or assets pursuant to any material instrument or agreement to
which it is a party or by which it or its properties may be bound or affected.

15.2.4 Compliance: AL WANEES warrants that it shall comply with all applicable laws
in relation to the storage, handling, distribution and sale of the Product. AL
WANEES warrants that, at all times, Product will be stored at prescribed
storage conditions. AL WANEES shall not, and it shall cause its Affiliates not
to, do anything that would adversely affect the reputation and goodwill of
TMPL or of its Affiliates or adversely affect the reputation of the Product.

15.2.5 Marketing Know-How: AL WANEES represents that it has the necessary

experience, know-how and personnel to enable it to comply with all
applicable Laws governing the sale of the Product in the Territory.

15.3 THE WARRANTIES SET OUT ABOVE ARE THE ONLY WARRANTIES GIVEN BY EITHER
PARTY AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR ITMPLIED.
THERE IS NO OTHER CONDITION OR WARRANTY THAT PRODUCT SHALL BE
MERCHANTABLE, OF SATISFACTORY QUALITY, FIT FOR ANY PARTICULAR PURPOSE, IN
ACCORDANCE WITH ANY SATMPLE, AS DESCRIBED IN ANY LITERATURE, OR THAT ITS
SALE OR USE DOES NOT INFRINGE THE RIGHTS OF OTHERS.

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SECTION 16 – INSURANCE
16.1 During the Term of this Agreement and for a period of three (3) years from the date
of the last delivery of Product, each Party shall each at its own expense obtain and
maintain insurance policies to cover their responsibilities and risks under this
Agreement.

SECTION 17 – LIMITATION OF LIABILITY

17.1 Limitation of Liability

- Except as otherwise expressly set forth herein, neither Party shall be liable for any special,
direct, indirect, consequential, incidental or punitive damages, including but not
limited to loss of actual or anticipated profits or revenues, or loss of opportunities.
17.2 No Assignment
- Neither Party shall assign this Agreement or any part thereof to any Third Party without
the prior express written consent of the other Party, which shall not be unreasonably
withheld.

SECTION 18 – TERM AND EXTENSION

18.1 Term - This Agreement shall come into force and effect on the Effective Date and shall,
unless terminated earlier, continue in force and effect for a term of three (3) years
from the Launch of FINISHED PRODUCT in the Territory.
18.2 Extension - Post expiry of the Term of the Agreement, the Parties agree to discuss on
good faith and may extend the Term of the Agreement on mutually agreed terms and
conditions.

SECTION 19 – TERMINATION
19.1 Either Party shall be entitled to terminate the Agreement for the relevant countries of
the Territory in the following events:
I. In the event that the other Party files for insolvency or bankruptcy, shall be
adjudicated insolvent or bankrupt, shall file a petition under insolvency laws,
shall be dissolved or shall have a receiver appointed for substantially all of its
property.
II. If an event of Force Majeure (as defined in Section 21.1 of this Agreement)
persists for more than one hundred and eighty (180) days preventing the Party
directly affected from fulfilling its obligations under this Agreement.
III. If the other Party commits a material breach of any of the provisions of this
Agreement and, if in case of a curable breach, fails to remedy such a breach
within sixty (60) days after receiving written notice requiring to do so or if
otherwise agreed upon by the Parties.
IV. In event AL WANEES is unable to obtain the MA based on TMPL Dossier.
V. In event AL WANEES is unable to meet the minimum target as given in clause 8.1
above.

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SECTION 20 – CONSEQUENCES OF TERMINATION
20.1 In event of termination of the Agreement for whatsoever reason following terms
shall prevail

a) Confidential Information: AL WANEES shall stop using all confidential

information shared by TMPL and shall return all documents shared under scope
of this Agreement. TMPL shall not use any information including but not limited
to tender prices shared by AL WANEES under the scope of this Agreement.

b) Payment Obligation: AL WANEES shall be obligated to pay for all purchase orders
accepted by TMPL and TMPL shall deliver the same subject to the terms and
conditions of this Agreement. Further, if any settlement is pending amongst the
parties, the same shall be mutually adjusted immediately after the termination
amongst the parties.

c) All of the remedies provided for in this Section 21 are in addition to the other
rights and remedies available to the Parties on termination and this Section 21 is
not intended to limit any of those rights or remedies.

SECTION 21 – MISCELLANEOUS

21.1 Force Majeure - Neither Party shall be liable to the other for any delay or non-
performance of its obligations under this Agreement to the extent it arises and but
not limited from national emergency, act of God, fire, floods, earth-quakes, strikes,
riots, shortage of raw materials, lockout or any other cause beyond the control of a
Party (“Force Majeure”). The affected Party shall promptly notify the other Party in
writing of the cause and the likely duration of the delay or non-performance and
provided that the affected Party shall use reasonable endeavors to limit the effect of
such event on the other Party; the performance of the affected Party's obligations, to
the extent affected by the cause, shall be suspended during the period that the
cause persists.

21.2 Confidentiality Obligations - Except as expressly set out otherwise in this

Agreement, each Party or its Affiliates, receiving any Confidential Information (the
“Receiving Party”) from or on behalf of the other Party or its Affiliates, (the
“Disclosing Party”) hereunder shall keep such Confidential Information confidential
and shall not publish or otherwise disclose or use such Confidential Information for
any purpose other than as provided for in this Agreement, except for Confidential
Information that the Receiving Party can establish: (i) was already known by the
Receiving Party (other than under an obligation of confidentiality) at the time of
disclosure by the Disclosing Party and the Receiving Party has documentary evidence
to that effect; (ii) was generally available to the public or otherwise part of the public
domain at the time of its disclosure to the Receiving Party; or (iii) becomes generally
available to the public or otherwise part of the public domain after its disclosure, as
the case may be, other than through any breach of this Agreement by the Receiving
Party or any of its Affiliates; or (iv) was independently discovered or developed by or

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 on behalf of the Receiving Party without the use of any Confidential Information
belonging to the Disclosing Party and the Receiving Party has documentary evidence
to that effect.
21.2.1 Authorized Disclosure: Notwithstanding the foregoing provisions of Section
21.2 (Confidentiality Obligations), a Receiving Party may disclose Confidential
Information of the Disclosing Party to the extent such disclosure is reasonably
necessary: (i) to prosecute or defend litigation; (ii) to exercise its rights under
this Agreement; (iii) to comply with applicable governmental laws and
regulations; or (iv) to respond or defend any allegation of alleged
infringement of any Third Party’s Intellectual Property Rights, provided that
the Receiving Party shall to the extent reasonably practicable, give reasonable
prior notice of such disclosure to the Disclosing Party and shall take
reasonable measures to ensure confidential treatment of such information.
21.2.2 Press Release: No public announcement or other disclosure by either Party
concerning the existence of or terms of this Agreement shall be made, either
directly or indirectly, without first obtaining the written approval of TMPL the
other Party upon the nature and text of such announcement or disclosure,
such consent not to be unreasonably withheld.
21.3 Notices - Any notice, report or other correspondence required or permitted to be
given under this Agreement shall be in writing and in English, and shall be deemed
sufficiently given if delivered by prepaid courier or sent by telecopy, facsimile or other
standard form of electronic transmission (including email) to the Party to whom such
correspondence is required or permitted to be given. All correspondence shall be
addressed as follows, provided that either Party may, by giving notice as provided in
this Section change its address for receiving such notice:
To TMPL:
TABLETS MEDOPHARM PRIVATE LIMITED

No.3B, R.A. Building 2nd Floor, Old No. 19, New No. 72, Marshalls Road,
Egmore, Chennai – 600 008
To the attention of: Tushar Chordia-Director
tushar@tabletsmedo.com

To AL WANEES
AL WANEES BUSINESS INTERNATIONAL LLC,
PB:511, PC 105 , Room No 601,AL Muthana Square,
Muscat, Sultanate of Oman.
Phone:(968) 2569 9045;(968) 2481 0102; Fax:(968) 2569 9045
To the attention of: Mr. Nissar E.C- Managing Director
Email ID: xxxxxxxxxxxxx

21.4 No implied Waivers - No omission or delay on the part of any Party hereto to
enforce at any time any of the provisions of this Agreement shall be deemed or construed to
be a waiver by the omitting Party of any such provision or of its rights hereunder nor shall

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any single or partial exercise of any right or remedy preclude any further or other exercise of
such right or remedy.

21.5 Entire Understanding, Amendments - This Agreement constitutes and incorporates

the complete and exclusive understanding of the terms of this Agreement between the
Parties hereto with respect to the subject matter hereof. No modifications, amendments or
supplements to this Agreement shall be effective for any purpose unless in writing signed by
each Party. The preamble, recitals and annexes are incorporated herein by reference as part
of the terms and conditions of this Agreement.

21.6 Severability - If any provision of this Agreement is found by any court or

administrative body of competent jurisdiction to be invalid or unenforceable, the
invalidity or unenforceability of such provision shall not affect the other provisions of
this Agreement, and all provisions not affected by such invalidity or unenforceability
shall remain in full force and effect. The Parties agree to attempt to substitute for any
invalid or unenforceable provision a valid or enforceable provision which achieves to
the greatest extent possible the economic objectives of the invalid or unenforceable
provision.
21.7 Governing Law & Dispute Resolution
21.7.1 This agreement shall be governed by the laws of Sultanate of Oman.

21.7.2 Reference to Executives: In the event of a significant controversy, claim, or

dispute arising out of or relating to this Agreement or any significant breach
thereof (hereinafter collectively referred to as a “Dispute”), the Parties agree
that the dispute shall be described in writing by one or both of the Parties
and copies of the description shall be sent to the address of AL WANEES and
to the address of TMPL as mentioned in clause 21.3 supra. The executives will
then have fifteen (15) days from receipt of such Dispute description to
attempt in good faith to resolve the Dispute. In the event the Dispute is not
resolved within this fifteen (15) day time period, then either Party can
proceed to mediation of the Dispute, as described in section 21.7.2.

21.7.3 Mediation: The Parties shall then attempt in good faith to resolve any
unresolved Dispute under Section 21.7.1 hereof through mediation with a
mutually agreed mediator. If the mediation of such Dispute does not
commence within thirty (30) days (or such other period of time mutually
agreed upon by the Parties) of the receipt of a written request for such
mediation by the other Party, or if the Dispute is not resolved within thirty
(30) days (or such other period of time mutually agreed upon by the Parties)
of commencing such mediation, or if the Party against which a claim has been
asserted refuses to attend such mediation, or the Parties are unable to agree
upon a mediator, then either Party may proceed to judicial process , as
provided for in section 18.3.

21.7.4 Arbitration: Only in the event that a Dispute is not resolved through
mediation, as provided above, may the Parties resort to Arbitration. In the

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 case where is the Party initiating arbitration, the arbitration shall be filed and
shall take place exclusively at Singapore and each Party shall appoint an
Arbitrator and the two Arbitrators shall appoint the presiding Arbitrator. The
Rules of Singapore International Arbitration Center (SIAC) shall apply to any
arbitration initiated under this Agreement (regardless of its or any other
jurisdictions’ choice of law principles). Venue and seat of Arbitration shall be
in Singapore. The language shall be in English.
21.8 Counterparts: This Agreement may be executed in counterparts, each of which shall
be deemed an original, but both of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, TMPL and AL WANEES have caused this Supply and Distribution
Agreement to be signed and executed on the Effective Date by their duly authorized
representatives.

For TABLETS MEDOPHARM PRIVATE For AL WANEES BUSINESS INTERNATIONAL LLC

LIMITED

Name of Signatory: TUSHAR CHORDIA Name of Signatory: NISSAR E.C.

In the capacity of: Director In the capacity of: Managing Director
Date: __________ Date:

In the presence of: In the presence of:

Name: _________ Name:

Title: Authorized Signatory Title: Authorized Signatory

Annexure-1
PRODUCT DETAILS
S.
Pricing
No Brand Name Composition Pack type Incoterms
(USD)
.
1 BIFILAC CAPSULES EACH HARD GELATIN 10 x 10’s FOB Chennai 8.00
CAPSULE CONTAINS: (Alu-Alu
Streptococcus faecalis T-110 -
Pack)
30 million, Clostridium
butyricum - 2 million, Bacillus
mesentericus - 1 million, Lactic
acid bacillus (Lactobacillus

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 sporogenes) - 50 million
EACH SACHET (0.5 g)
CONTAINS:
Streptococcus faecalis T-110 -
30 million, Clostridium
2 BIFILAC SACHETS butyricum - 2 million, Bacillus 5 x 3’s FOB Chennai 1.60
mesentericus - 1 million, Lactic
acid bacillus (Lactobacillus
sporogenes) - 50 million

EACH PACK IN PACK

SACHET CONTAINS:
(WHO ORS pack 4.1 gm):
Sodium Chloride IP 0.52 gm,
Sodium Citrate IP 0.58 gm,
Potassium Chloride IP 0.3 gm,
Glucose 2.7 gm Pre &
Probiotics pack 0.5 gm 1 x 5’s
3 BIO-RS contains: FOB Chennai 1.03
Streptococcus faecalis T-110
JPC - 7.5 million, Clostridium
Butyricum TO-A - 0.5 million,
Bacillus mesentericus TO-A
JPC - 0.25 million, Lactic Acid
Bacillus (Lactobacillus
sporogenes) - 20 million
PACK IN PACK SACHET:
Outer sachet 1.0 g contains:
Zinc sulphate Monohydrate
(Equivalent to elemental Zinc)
BP 7 mg, L - Glutamine JPC 50
mg
BIFILAC ZN Inner sachet 0.5g contains:
4
SACHETS Streptococcus faecalis T-110 1 x 15’s FOB Chennai 2.86
JPC - 30 million, Clostridium
butyricum TO-A - 2 million,
Bacillus mesentericus TO-A
JPC - 1 million, Lactic acid
bacillus (Lactobacillus
sporogenes) - 50 million

FORECAST DETAILS
S. Volume Forecast
N Product Pack type
o 1st Year 2nd Year 3rd Year
10 x 10’s 2,500
BIFILAC CAPSULES
1 (Alu-Alu packs
Pack) (MoQ)
8,000
2 BIFILAC SACHETS 5 x 3’s
(MoQ)

1 x 5’s 6,000
3 BIO-RS
(MoQ)

6,700
4 BIFILAC ZN SACHETS 1 x 15’s
(MoQ)

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