MANUFACTURING AGREEMENT

This agreement is made at ROORKEE on this_01-06-2022_day of June 2022

BETWEEN
THRIFT PHARMACEUTICALS PVT. LTD ,Company incorporated under the Companies
Act, 2013,and having its factory at KHASRA NO -136 VILLAGE-RAIPUR, BHAGWANPUR
Roorkee-247661 Distt-Haridwar hereinafter called “ THE FIRST PARTY” .

AND
COMPANY NAME – M/s MESTRA PHARMA PVT.LTD.
BRANCH OFFICE – GAGALLHERI ROAD NEAR MAHMOOD ALAM,MAKHANPUR,ROORKEE,
Haridwar, Uttarakhand, 247667
HEAD OFFICE —“THE SECOND PARTY ” or “Brand Owner”

Whereas THE FIRST PARTY is having its Factory at KHASRA NO -136 VILLAGE-RAIPUR,
BHAGWANPUR Roorkee-247661 Distt- Haridwar

Whereas THE SECOND PARTY has represented that they have a good marketing set up for
the sale of Pharmaceutical products.

Whereas THE SECOND PARTY has represented that they have got certain brand names
registered in their name; and that THE SECOND PARTY have desired that such
pharmaceutical preparations, with the Brands of THE SECOND PARTY be manufactured
by THE FIRST PARTY with the name of THE SECOND PARTY printed on such products
as “Marketed by” or words conveying similar meaning, and THE SECOND PARTY has
agreed to the same.

Whereas THE SECOND PARTY have desired that the aforesaid products so manufactured
be sold and billed by THE FIRST PARTYto THE SECOND PARTY.

NOW THIS AGREEMENT WITNESSTH AS UNDER

1. That on the request of the THE SECOND PARTY, the THE SECOND PARTY agrees
to the printing of the Brand Name of the Brand Owner and name of the Brand
Owner as “marketed by” or words conveying similar meaning on the labels, cartons,
etc. of the products as mentioned in Annexure with such other modification, as may
be agreed between the parties from time to time; herein after referred to as “the
products”

2. That the products listed in the Annexure may be deleted or added for manufacturing
by mutual consent; which shall form a part of this Agreement; and that THE

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 SECOND PARTY shall provide necessary Affidavit for Brand Responsibility,
exclusivity of manufacturing the products by THE FIRST PARTY, etc.

3. That THE SECOND PARTY has represented that the formulation of the products
intended to be manufactured, do not fall under the category of banned / prohibited
drug.

4. That the products manufactured by the THE FIRST PARTY for the THE SECOND
PARTY shall contain a legend:

Marketed by: THE SECOND PARTY

5. That the THE FIRST PARTYshall manufacture the products in accordance with
provisions of Drugs & Cosmetics Act, 1940; and the rules made there under

6. That the THE FIRST PARTY. Will be responsible for purchase, procurement &
Storage of Raw Materials, Packing Materials & other material required for
manufacture of the products from its own vendors.

7. That the products will be sold by the THE FIRST PARTYto the THE SECOND
PARTY at the rates as may be agreed between the parties from time to time. GST
shall be charged extra at applicable rates.

8. That the THE SECOND PARTY shall make payment to the THE FIRST PARTYin as
per decide manufactured exclusively for the THE SECOND PARTY, the THE
SECOND PARTY shall be liable to pay full cost and taxes even if the products are
not lifted.

9. a. That the THE SECOND PARTY shall place its purchase order on the THE FIRST
PARTYat least 45 days in advance. The Purchase Order shall P.O. Number & Date,
Details of products, Quantities, Date, Rate, GST No & D.L. No., etc.

b. That the THE SECOND PARTY shall place order on the THE FIRST PARTYfor
manufacture of “the products” for a complete batch size and that the products
manufactured by the THE FIRST PARTYfor the THE SECOND PARTY with their
name written as “Marketed by” shall be lifted by the Buyerimmediately from
manufacture and the products once delivered will not be taken back by theTHE
FIRST PARTY.

c. That the THE SECOND PARTY will bear the transportation costs, transit
insurance, freight charges and other expenses in connection with the delivery of the
said products.

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10. a. That the THE FIRST PARTYshall ensure that the products manufactured by the
THRIFT PHARMACEUTICALS PVT.LTD shall meet the Quality Standards laid
down under the Drugs & Cosmetics Act 1940 & the Rules made there under.

b. That the THE SECOND PARTY shall be responsible for proper storage of the
products by the Buyer& its customers as specified on the Label claim of the
Product and the THE FIRST PARTYshall not be responsible for any defect in the
Product due to contravention of such storage condition.

11. a. That the THE SECOND PARTY has represented that the marks / Trade Names
adopted for the product(s) are owned by THE SECOND PARTY and do not resemble
with any other brand name used in India by and other manufacturer / marketer.

b. That the THE SECOND PARTY has represented that the Trade Names do not
violet the Trade Marks Act, 1996 and the rules made there under; and that the THE
SECOND PARTY shall be solely responsible in respect of the Trade Marks adopted
by the THE SECOND PARTY on “the products” including any infringement under
the Trade Mark and Merchandise Act, Copy Right Act, Designs Act, Patent Act,
Drugs & Cosmetics Act or any other laws.

c. That subsequent to the grant of permission to manufacture the products

under the THE SECOND PARTY Brand Name, if it is found to resemble with already
existing / used brand names, the THE SECOND PARTY shall surrender the brand
name(s) and shall not claim any right to its use.

d. That the packaging or getup (including color and design) of the products will not
be copied from any other product being manufactured / marketed by any other
person.

12. That the Maximum Retail Price (Inclusive of All Taxes) will be fixed by the THE
SECOND PARTY and shall be communicated to theTHE FIRST PARTY. While fixing
the M.R.P., the Buyer undertakes to observe the provisions of DPCO and / or other
applicable laws. The THE SECOND PARTY shall indemnify the THE FIRST
PARTYin case any liability arises due to non-compliance with the DPCO norms in
respect of MRP printing on packaging material.

13. That the THE SECOND PARTY /Marketer agrees to indemnifyTHRIFT

PHARMACEUTICALS PVT.LTDManufacturer their Directors, officers, agents,
affiliates and employees harmless from any liability, loss or damage they may suffer
as a result of claims, demands, penalties, costs or judgments against them arising
out of improper storage of the product, infringement of third party trademarks,

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 Adverse effect due to wrong prescription, wrong promotion of the product, wrong use
of the product, by THE SECOND PARTY or its customers or by doctors.

14. That the THE SECOND PARTY may arrange to get the products insured at its own
cost and that the THRIFT PHARMACEUTICALSPVT.LTDshall not be responsible for
any loss, shortage, pilferage, spoilage or damage after the products have left the
premises of the THE FIRST PARTY.

15. That the THE SECOND PARTY shall procure necessary registration, licenses and
permission as prescribed by law or by any competent authority and keep them
renewed and valid from time to time.

16. That the THE SECOND PARTY shall purchase the products from the THE FIRST
PARTY on Principal-to-Principal basis and nothing contained in this agreement
shall constitute a partnership or an agency relationship between the parties; and the
THE FIRST PARTYdoes not authorize the THE SECOND PARTY to make any
representation or to incur any liability on behalf of THE FIRST PARTY.

17. The THE SECOND PARTY shall maintain in confidence and not use, except as is
necessary to perform its obligations under this Agreement, any information
proprietary or confidential to THE FIRST PARTY (including without limitation
technical information, experience or data regarding the THE FIRST PARTY plans,
programs, plants, processes, products, costs, equipment operation, marketing
efforts and customers) which may come within its knowledge or the knowledge of its
officers, employees or agents in the performance of this Agreement. The foregoing
obligations of confidentiality and use shall survive for a period of five (5) years after
the termination or expiration of this Agreement.

18. That the failure of either party to enforce any provision of this Agreement shall not
constitute a waiver thereof of the right to enforce the same.

19. That if any term or provision of the Agreement shall be held to be invalid, illegal or
unenforceable in whole or in a part, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired.

20. That this agreement shall remain in force for a period as mutually decided and shall
remain in force unless otherwise terminated as per the terms of the clause relating
to termination.

21. Either party shall have the right to terminate the agreement by giving SIX(6) months
prior notice to the other party.

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22. Upon the termination of this agreement, the parties shall settle their account within
two weeks of the termination and that the rights accrued to either party during the
Agreement shall subsist even after termination of the Agreement.

23. That on expiry or termination of the agreement by either party or non-lifting of

products within one week of intimation or on discontinuation of any product:

a. The cost of finished products, work in progress, will be borne by theTHE

SECOND PARTY. The MANUFACTURER may however, convert the material
under work-in-progress in to finished products and hand over the finished
products to theTHE SECOND PARTY. The THE SECOND PARTY will make the
payment of such finished products / work-in-progress immediately.

b. The Cost of Labels, cartons, bottles dies, punches and other material bearing the
name of the THE SECOND PARTY will be borne by theTHE SECOND PARTY;
but shall not be handed over to the THE SECOND PARTY and shall be
destroyed.

c. In the event of, non-payment by the THE SECOND PARTY or any amount due
from the THE SECOND PARTY, the THE FIRST PARTY shall also have a right
to use / sell the raw material and finished products whether bearing the words
“Marketed By” or not.

24. That this agreement shall be subject to jurisdiction in the Courts at ROORKEE only.

IN WITNESS WHEREOF THE PARTIES HERETO HAVE SIGNED AT ROORKEE. THIS

AGREEMENT ON THE DAY AND DATE AS ABOVE

Signed by the within named Signed by the within named

THE FIRST PARTY THE SECOND PARTY

Authorized Signatory Authorized Signatory

WITNESS WITNESS WITNESS

MUKEEM ALAM ------------------------ ---------------

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 LIST OF PRODUCT NAEM

Sr. BRAND NAME COMPOSITION SECTION

No.
1. 3-D SACHET
2. ACENT-100TAB
3. ACETADOL TAB
4. AMITIG FORTE TAB
5. BELOC-F 10 TAB
6. BELOC-F5 TAB
7. BIOCITRAL-D SACHET
8. CADDI-DM TAB
9. CALCIMAN SACHET
10. CALVOX 60 K TAB
11. CANSTAR-400 TAB
12. CAPCAL SACHET
13. CHOLUS D3 SACHET
14. DOXOFIT-M TAB
15. D-RAYS SACHET
16. EMOHIXTIN-16 TAB
17. EMOZINE-MD TAB
18. EMZORB SACHET
19. FOCIMIN-100 TAB
20. HIXTIN-SR 24 TAB
21. INMAX TAB
22. LIBRAL FORTE TAB
23. LUPIBETA FORTE TAB
24. LUPIBETA PLUS TAB
25. MAN-IT 100 CAP
26. MAN-IT 200 CAP
27. MIGIPLEX 10 MG TAB
28. MIGIPLEX 5 MG TAB
29. OMNITIL-MD TAB
30. OVUQWIK TAB
31. PETALIFE-20 TAB
32. PROLATE-F TAB
33. PRONOL PLUS TAB
34. PROPRANO 20 TAB
35. PROPRANO TAB
36. PYRA-ZOX TAB
37. RESPORA-3 TAB
38. SETZOX TAB
39. TRICLOFAST SUSP.
40. VERTISCAN-5MD TAB
41. VERVET-16 TAB
42. VULTRAM-P TAB
43. ZYNOFF-P TAB