DISTRIBUTORSHIP AGREEMENT

THIS AGREEMENT is made this day of by and between Reichindia Bio-Application Ltd., a company registered under the Companies Act 19 !" hereinafter referred to as #the Company$" and ha%ing its registered office at &'()" Sri Sai Sampada *+a,a" street no-!" Ha.siguda" Hydera.ad/ (( ((0- 12hich e3pression sha++ un+ess repugnant to the conte3t or meaning thereof 4i++ mean and inc+ude its successors and permitted assigns5 of 6ne *art7 AND M !. " a so+e proprietorship firm represented .y Mrha%ing its office at " hereinafter referred to as #the 8istri.utor$ 14hich e3pression sha++ un+ess repugnant to the conte3t or meaning thereof 4i++ mean and inc+ude their heirs" successors and +ega+ representati%es5 of the 6ther *art"HEREAS A5 The Company" inter alia, carries on the .usiness of manufacturing9 mar:eting9distri.uting %eterinary products 1hereinafter referred to as #the *roducts$5;5 The 8istri.utor has re<uested the Company to appoint them as a 8istri.utor for the *roducts manufactured9mar:eted9distri.uted .y the Company" and the Company has agreed to do so on the terms and conditions hereinafter appearingNO" THIS AGREEMENT "ITNESSETH AND IT IS HEREB# AGREED B# AND BET"EEN THE PARTIES HERETO AS $OLLO"S% &. PRODU'TS a5 This Agreement is in respect of the %eterinary products" manufactured9mar:eted9 distrusted .y the Company- Ho4e%er" the Company reser%es the right to decide as to category of the *roducts 4hich the 8istri.utor sha++ distri.ute in terms of this Agreement from time to time and ma:e any changes therein as it deems fit.5 The 8istri.utor sha++ underta:e to se++ the *roducts at a++ times on+y in the origina+ pac:ing specified .y the Company and 4ith the Company=s origina+ +a.e+s affi3ed thereon and not tamper 4ith the pac:ing or +a.e+s supp+ied .y the Companyc5 The 8istri.utor sha++ underta:e to se++ the *roducts on+y under the origina+ .rand name of trademar:s and 4ithout any modification" a+ternation or de+etion of any :ind on the *roducts9pac:s or any of their components" and 4ithout changing their pac:aging or appearance or means of identification-

d5 The Company sha++ at a++ times ha%e the right to change the composition" appearance or presentation of the products and the same sha++ .e intimated to the 8istri.utor .y the Companye5 The 8istri.utor sha++ underta:e to inform the Company of any apparent defect found immediate+y on receipt of the *roductsf5 The 8istri.utor sha++ underta:e to maintain at a++ times a stoc: of the *roducts sufficient+y +arge to .e a.+e to ma:e prompt de+i%eries to its c+ients(. SELLING PRI'E >rom time to time" the Company sha++ indicate to the 8istri.utor a.out the recommended ma3imum retai+ prices 1MR*5 of the *roducts and dec+are such MR* on the products- The 8istri.utor 4i++ .e free to se++ the *roducts at any prices +o4er than the dec+ared MR* .ut in no case higher than the dec+ared MR*- The 8istri.utor sha++ purchase the *roducts from the Company at the prices indicated in the Company=s price +ist from time to time- Such prices 4i++ .e su.?ect to periodic change and 4i++ .e those app+ica.+e at the time of de+i%ery- The Company sha++ for4ard the Company=s current 8istri.utor price +ist a+so indicating MR* from time to time to the 8istri.utorThe *roducts 4i++ .e so+d in +ots app+ica.+e to the particu+ar products as set out in the price +ist- The order sha++ .e p+aced .y the 8istri.utor in 4riting on its +etterhead and the sa+e and supp+y 4i++ .e made depending on the a%ai+a.i+ity of the *roductsThe Company sha++ ha%e the right to modify the prices at any time- The parties agree that the Company sha++ not .e he+d responsi.+e for any +oss9damage caused due to re%ision in prices .y the Company on account of f+uctuation in the cost of production9transportation cost9e3cise duties and other +e%ies as 4e++ as other factors inf+uencing the cost of production). DELI*ER# The Company sha++ de+i%er the *roducts to the 8istri.utor at the address specified .y the 8istri.utor 1first point of se++ing5- In such e%ent" the Company=s +ia.i+ity sha++ cease 4hen the goods are de+i%ered .y the Company to the 8istri.utor at the specified p+ace 1first point of se++ing5- In case of e3/godo4n de+i%ery as an emergency" the Company=s responsi.i+ity ceases ones goods are de+i%ered to the carrierIt is specifica++y agreed that 8istri.utor sha++ .e #deemed$ to ha%e accepted the *roducts 4hen the *roducts ha%e .een de+i%ered to the 8istri.utor or 8istri.utor retains the *roducts 4ithout intimating to the Company that 8istri.utor has re?ected the *roductsIt is specifica++y agreed .et4een the parties that 4hen the Company is ready and 4i++ing to de+i%er the *roducts and re<uest the 8istri.utor to ta:e de+i%ery and

8istri.utor" 4ithin a reasona.+e time after recei%ing such re<uests" fai+ to ta:e de+i%ery of the *roducts" the 8istri.utor is +ia.+e to the Company for any +oss occasioned .y the neg+ect or refusa+ of 8istri.utor to ta:e de+i%ery and a+so for a reasona.+e charge for the care and custody of the *roducts+. MAINTAINAN'E O$ RE'ORDS The 8istri.utor sha++ su.mit to the Company from time to time in such form and manner as may .e re<uired .y the Company 1a5 the statements and reports sho4ing the periodic sa+es and stoc:s register 1.5 the origina+ orders from the customers in support of the said in%oice thereof and 1c5 statistica+ information pertaining or re+ating to the *roducts as 4e++ as any usefu+ information on the mar:et conditions and on the competition in respect of the *roducts- The 8istri.utor sha++ maintain a record of a++ its secondary sa+es as 4e++ as a record of dea+er sa+es,. NOT AN AGEN'# This Agreement does not designate the 8istri.utor as the Company=s agent in any manner 4hatsoe%er and" un+ess" e3press+y authori,ed .y the Company in 4riting in that .eha+f" the 8istri.utor is not authori,ed to represent the Company or create any +ia.i+ity on .eha+f of the Company or ma:e any representation to any third party on the company=s .eha+fIt is c+ear+y understood that the re+ationship .et4een the 8istri.utor and the Company sha++ .e on a #P-incipal to P-incipal. /a!i!. A++ sa+es 4i++ .e made .y the 8istri.utor at its o4n ris: and responsi.i+ity and not as the agent of the Company0. TERMS O$ PA#MENT The 8istri.utor 4i++ ma:e payment to the Company for the *roducts purchased in accordance 4ith the terms of payment stated in the Company=s in%oices>or credit terms" 4hich are agreed .y the Company and are stated in any in%oice" if the payments are not made 4ithin the period stipu+ated for the payments in the said in%oice the Company sha++" 4ithout pre?udice to any of its other rights and remedies inc+uding the right to terminate this Agreement" .e entit+ed to charge interest on the amount so due at the rate of 1'@ per annum from the date of e3piry of the period of credit ti++ the date of payment- It is c+arified that the o.+igation to pay interest does not permit the 8istri.utor to de+ay payment .eyond the stipu+ated period of creditIt is specifica++y agreed .et4een the parties that on account of non/payment of 4ho+e of the price .y the 8istri.utor the conse<uences of such non/payment 4ou+d ensue 4here%er the Company is carrying on .usiness-

1.

SALES PROMOTION Acti2itie! o3 the Di!t-i/4toThe 8istri.utor sha++ underta:e to do the fo++o4ingA 1a5 Bse its .est efforts to promote sa+es %igorous+y and to distri.ute successfu++y" so as to ma3imi,e the sa+es of the *roducts in the Territory"7 1.5 Esta.+ish its o4n organi,ation suita.+e for the distri.ution of the *roducts in the Territory" in order to ma3imi,e sa+e of the *roducts7 1c5 Bse its .est efforts to ensure that the high <ua+ity" prestige and reputation standards of the *roducts are enhanced .y a++ persons in%o+%ed in the distri.ution up unti+" and inc+uding" their sa+e to fina+ customers1d5 Bse its .est efforts to promote the sa+e of the *roducts- It sha++ ho4e%er comp+y 4ith the Company=s directi%esApart from ade<uate stoc: :eeping" it is c+ear+y understood that the 8istri.utor sha++ engage itse+f in acti%e se++ing" and in genera+" contri.ute to the .est of its a.i+ity to the promotion of sa+es of the products- The 8istri.utor sha++ do e%erything possi.+e to promote the c+osest co/operation 4ith its representati%es and the CompanyThe 8istri.utor sha++ at a++ times and at its o4n ris: and responsi.i+ity" maintain sufficient stoc:s of the *roducts" to ensure the fu+fi++ment and e3ecution of a++ orders from the customers" 4ithout de+ay" so that the demand for the *roducts is fu++y and ade<uate+y metThe 8istri.utor sha++ strict+y adhere to the Company=s mar:eting p+ans" promotions" campaigns" po+icies and procedures- Any de%iation from such p+ans and promotions shou+d ha%e the prior 4ritten appro%a+ of the CompanyThe 8istri.utor sha++" ho4e%er" not gi%e any cash ad%ances to any emp+oyee of the Company- In spite of this specific instruction" if the 8istri.utor gi%es any cash ad%ance to any emp+oyee of the Company" it sha++ .e at the so+e +ia.i+ity C responsi.i+ity of the 8istri.utor itse+f and the Company sha++ not" in any4ay" .e he+d +ia.+e or accounta.+e for the same-

5.

TA6ES The 8istri.utor sha++ .ear and pay a++ app+ica.+e ta3es inc+uding sa+e ta3" termina+ ta3" e3cise duty" DAT" and any other ta3" cess or impost 4hich may .e +e%ied upon the sa+e of the *roducts- In case of inter state supp+ies made .y the Company=s CC> agent" it is the so+e responsi.i+ity of the 8istri.utor to su.mit the C/>orm at each <uarter ending for that <uarter" against 4hich the app+ica.+e CST 4i++ .e reim.ursed %ide credit note to the 8istri.utor- Ho4e%er in a.sence of C/>orm su.missions" a de.it note sha++ .e raised to4ards ta3 difference and pena+ty" if any 4i++ .e +e%ied-

7.

TERM AND TERMINATION

1i5

The appointment of the 8istri.utor under this Agreement sha++ commence 4ith effect from >e.ruary '(11 and sha++ remain in fu++ force and effect ti++ )1st 8ecem.er" '(1)" su.?ect" ho4e%er" to the pro%ision of su./c+ause 1ii5 and 1iii5 hereunder- 6n the e3piry of the aforesaid initia+ period" the *arties sha++ ha%e the option of rene4a+ of this Agreement7 and according+y" the *arties may rene4 the term of this Agreement" after gi%ing one month=s 4ritten notice in ad%ance" for such further period and on such terms and conditions as mutua++y agreed .et4een the parties .y e3change of a +etter to that effect du+y signed and accepted .y the *artiesNot4ithstanding anything contained hereina.o%e" either party may terminate this Agreement .y gi%ing ) 1three5 month=s prior 4ritten notice to the other party" 4ithout assigning any reasons therefore and 4ithout .eing +ia.+e to pay any compensation 4hatsoe%er for such ear+ier terminationHo4e%er" the Company reser%es the right to terminate this Agreement forth4ith 4ithout assigning any reason and 4ithout payment of any compensationA 1a5 In the e%ent the 8istri.utor committing a .reach of any of the terms and conditions of this Agreement- Such termination sha++ .e 4ithout pre?udice to any other remedy 4hich the Company may ha%e against the 8istri.utor and the 8istri.utor sha++ not .e entit+ed to any compensation or payment of any :ind 4hatsoe%er on account thereof nor sha++ the Company .e +ia.+e to ta:e .ac: the *roducts so+d .y the Company to the 8istri.utor1.5 If there is any change not accepta.+e to the Company in the constitution in the partnership9proprietor9Company of the 8istri.utorship firm1c5 If for any cause the 8istri.utor is pre%ented from performing any of its o.+igations under this Agreement1d5 If the 8istri.utor is gui+ty of any conduct 4hich in the opinion of the Company is pre?udicia+ to the Company=s interest1e5 If the 8istri.utor assigns or purports to assign the .urden or .enefits or change the .enefits of the Agreement 4ithout the consent in 4riting of the Company1f5 If the 8istri.utor or any of the partners is dec+ared inso+%ent or commit any act of inso+%ency or compound 4ith or enter into a scheme of compromise 4ith its creditors1g5 If the 8istri.utor is charged 4ith committing .reach of any +a4 of India or any part thereof-

1ii5

1iii5

Bpon the termination of this Agreement" the Company sha++ not .e +ia.+e to the 8istri.utor of any other third party for compensation" reim.ursement or damages A 115 either on account of present or prospecti%e profits on sa+es or anticipated sa+es of the 8istri.utor7 1'5 on account of e3penditures" in%estments or commitments made in connection here4ith or in connection 4ith the esta.+ishment" de%e+opment or maintenance of the .usiness or good4i++ of the Company or on account of any other cause 4hatsoe%er&8. TERRRITOR#

The area of operations of the 8istri.utor 4i++ .e main+y in the assigned territory as agreed mutua++y- Ho4e%er" this area 4i++ not .e e3c+usi%e+y assigned to the 8istri.utor" and the Company sha++ .e free to se++ the *roducts direct+y to any person in the Territory or to appoint other 8istri.utor1s5 4ithin the TerritoryThe Company here.y reser%es its right and sha++ .e entit+ed to7 a5 Appoint any other person as its Agent1s5" 8istri.utor1s5" 8ea+er1s5" or Representati%e1s5" for the sa+e and distri.ution of the *roducts" and .5 Se++ the *roducts direct+y to any customer" 4hatsoe%erThe 8istri.utor sha++ not .e entit+ed to any :ind of commission and9or compensation in respect of the sa+es direct+y made .y the Company&&. LEGAL RE9UIREMENTS

It 4i++ .e the responsi.i+ity of the 8istri.utor to app+y for and to maintain in fu++ force and effect" a++ +icenses and permissions under a++ the app+ica.+e Statutes and the ru+es prescri.ed thereunder to possess" store" dea+ in and dispose of the *roductsthe 8istri.utor sha++ a+so a.ide .y a++ +a4s of the +and in force from time to time&(. NOTI'ES

A++ notices" +etter and other communications sent .y the Company to the 8istri.utor at the address pro%ided .y the 8istri.utor sha++ .e deemed to ha%e .een recei%ed .y it in the norma+ course of transmission- This address 4i++ continue to .e %a+id unti+ a ne4 address is notified .y the 8istri.utor to the Company in 4ritingA++ notices" +etters and other communication sha++ .e ser%ed 4riting either .y hand de+i%ery against ac:no4+edgment or .y prepaid registered post or .y courier or .y fa3- Any notice" +etter and other communication sha++ .e deemed to .e recei%ed on the date of de+i%ery" or if mai+ed" on the 1(th day from the date of dispatch or if fa3ed" on the date 4hen the facsimi+e reports that the transmission is comp+ete&). INTELLE'TUAL PROPERT# RIGHTS

The 8istri.utor sha++ not direct+y or indirect+y" during and after the term of this Agreement use in any manner the signature" monogram" or any other trademar: or name that is no4 or may hereafter .e o4ned .y the Company or any of its Group company or affi+iates" e3cept in a manner and to an e3tent that the Company may consent to in 4riting- If any trademar: or name is used in any 4ay 4ith the e3press 4ritten appro%a+ of the Company" the 8istri.utor on the termination of this Agreement sha++ discontinue such use and sha++ not" thereafter" use any name" tit+e" or e3pression in connection 4ith any .usiness in 4hich it may thereafter .e engaged 4hich in the ?udgment of the Company" so near+y resem.+es any trademar: or name o4ned .y the Company or any of its Group company or affi+iates" as may .e +i:e+y to +ead to confusion or uncertainty on the part of the pu.+icThe 8istri.utor sha++ 4ithout any de+ay inform the Company a.out spurious products9infringement of trademar:s of the Company or any of its Group company or affi+iates&+. 'ON$IDENTIALIT#

The 8istri.utor sha++ not direct+y or indirect+y" di%u+ge" communicate" use to the detriment of the Company or for the .enefit of any person or persons" or misuse in any 4ay" any information or trade secrets of the Company" such as" .ut not +imited to personne+ information" secret processes of technica+ data- The confidentia+ity o.+igations of the 8istri.utor sha++ su.sist during the continuance of this Agreement 1and any rene4a+9e3tension thereof5 and sha++ sur%i%e for a further period of years from the date of e3piration or termination thereof&,. DISHONOURING O$ 'HE9UES PA#MENT INSTUMENTS

In case of any che<ue1s5 of the 8istri.utor .eing dishonored" the Company reser%es the right to terminate and cance+ the Agreement 4ithout any prior notice or intimation 4hatsoe%er apart from imposing a pena+ty that may .e app+ica.+e from time to time- The Company a+so reser%es its right to ta:e +ega+ action against the 8istri.utor-

&0.

SE'URIT# DEPOSIT

The Company may" at its o4n discretion" re<uire the 8istri.utor deposit" at any time during the tem of this Agreement" such amount as it may deem fit 1#security deposit$5 to secure its due performance of the terms and conditions of this Agreement- The security deposit sha++ stand forfeited in the e%ent of the 8istri.utor committing any .reach of any of the terms and conditions of this Agreement" inc+uding non/payment of the Company=s in%oice1s5- Security 8eposit 4i++ .ear

interest at the rate fi3ed .y the Company E !@ per annum 1ca+cu+ated on simp+e interest .asis5 &1. BAN: GUARANTEE

The Company at its discretion may" on specific re<uest made .y the 8istri.utor" a++o4 it to su.stitute the aforesaid security 8eposit .y a ;an: Guarantee to .e gi%en .y any Schedu+ed ;an:" in terms of a draft to .e appro%ed .y the Company- The right to enforce the ;an: Guarantee sha++ %est in the Company- The 8istri.utor sha++ not dispute enforcement of the ;an: Guarantee in accordance 4ith its terms&5. The *roducts once so+d and supp+ied to the 8istri.utor sha++ not .e accepted .y the Company under any circumstances e3cept" in the e%entua+ities mentioned in c+ause 19- The Company sha++ not .e responsi.+e to ta:e .ac: the e3pired9damaged9soi+ed stoc:s- 8istri.utor sha++ .e responsi.+e for disposa+ of e3pired9damaged9soi+ed stoc:s that are recei%ed from its customers9channe+ in an en%ironment friend+y manner as may .e specified .y the State9Centra+ Go%ernmentHo4e%er" if the 8istri.utor does not ha%e the necessary faci+ities or is not technica++y competent to fo++o4 the directions of the State9Centra+ Go%ernment" the 8istri.utor may" at his o4n cost" for4ard the said e3pired9damaged9soi+ed stoc:s to the Company for disposa+- The cost for the disposa+ of e3pired9damaged9soi+ed stoc:s sha++ .e .orne .y the 8istri.utor&7. The 8istri.utor sha++ .e entit+ed to ma:e any c+aim in respect of any shortages in <uantity" +ea:age or +oss9damage in transit of the goods so+d and de+i%ered to it on+y if a++ such c+aims are su.mitted to the Company in 4riting 4ithin )( days from receipt of the particu+ar consignments of the *roducts- The Company sha++ not .e +ia.+e for any direct or indirect defect" +oss or damage or shortage of 4hatsoe%er nature" in or to the *roducts" un+ess it is pro%ed that the *roducts 4ere damaged prior to the date of de+i%ery thereof to the carrier .y the Company>or a++ stoc:s so+d to the 8istri.utor 4here in (@ or more remains unso+d further .eyond 9( days from date of In%oice/there.y termed as Non/mo%ing or S+o4 Mo%ing stoc:s/ the Company may consider the re<uest of the 8istri.utor on a case to case .asis to ta:e .ac: the stoc:s- Ho4e%er" it is c+arified that the Company is out o.+iged to ta:e .ac: such stoc:s from the 8istri.utor and any decision in this regard sha++ .e entire+y at the discretion of the Company(8. The 8istri.utor sha++ not ma:e or gi%e any representations or 4arranties in respect of the *roducts to the customers other than those authori,ed .y the Company in 4riting from time to time-

(&.

'REDIT LIMITS

The Company 4i++ intimate to the 8istri.utor on the credit +imit that can .e a%ai+ed .y the 8istri.utor as 4e++ as the credit term that the 8istri.utor 4ou+d en?oy in case of +oca+ C outstation sa+e- The Company=s po+icy as regards the credit +imits may change from time to time- Any e3tra credit +imit 4i++ .e su.?ect to the prior appro%a+ in 4riting from the Company=s sa+es 6ffice9Fona+ 6ffice9Head 6ffice- Company reser%es the right to amend credit terms from time to time 4ithout intimating and assigning any reasons to the 8istri.utor((. The 8istri.utor sha++ not do any cash transactions 4ith the >ie+d Staff of the Company un+ess the concerned >ie+d Staff is specifica++y authori,ed .y the Company=s authori,ed persons" 4hose names 4i++ .e intimated to the 8istri.utor- If any cash transaction is entered into .y the 8istri.utor 4ithout the specific appro%a+ of the Company" the 8istri.utor sha++ not ho+d the Company +ia.+e for any +oss suffered .y them and the Company 4i++ not entertain any c+aim1s5 from the 8istri.utor in this regardIt is specifica++y agreed .et4een the parties that a++ accounta.i+ity of money 4ou+d .e at the head office of the Company situated at Reichindia Bio-application Ltd., &'()" Sri Sai Sampada *+a,a" Ha.siguda" Hydera.ad/ ((((0 or at any of the .ranch9regiona+9,ona+ offices 4here%er such .ranch9regiona+9,ona+ offices are situated(). STE"ARDHIP

It is understood .y the parties that the Company fo++o4s a strict ru+e co%ering product promotion- A++ 8istri.utors 4ith 4hom the Company has entered into 8istri.utorship Agreement are re<uired to adhere to product1s5 +isted on the +a.e+ and +eaf+et accompanying the *roduct1s5(+. DO'UMENTS

The 8istri.utor sha++ at the time of entering into this Agreement or immediate+y thereafter su.mit to the Company such documents as may .e re<uested for .y the Company +i:e copy *artnership 8eed" *rofit and Goss Account and ;a+ance Sheet for prior years" name of its .an:ers etc- the 8istri.utor sha++ a+so pro%ide the fo++o4ing documents at the time of entering into this Agreement and su.se<uent+y" 4hene%er there is any change in any of the aforesaid documentsA5 Any Gicense9*ermission" as the case may .e;5 ;an:er=s name" address and 8istri.utor=s ;an: Account No- and a +etter of introduction from the ;an: %erifying the constitution of the firm" address" signatures of the authori,ed signatory a+ong 4ith detai+s of its ;an:ing arrangementC5 State C Centra+ Sa+e Ta3 Registration Nos- and 9or DAT Registration No-" as the case may .e85 *ermanent Account Num.er 1*AN5 E5 *artnership 8eed9Memorandum @ Artic+e of Association9;oard Reso+ution-

>5 *rofit C Goss Account and ;a+ance sheet The 8istri.utor here.y underta:es to :eep a++ the +icense9permissions re<uired as per the +a4" rene4ed 4e++ on timeAs and 4hen the Company sends the +etter to4ards ;a+ance confirmation to the 8istri.utor" the 8istri.utor sha++ sign and return the same to the Company 4ithin a time specified in the said +etter a+ong 4ith the <ueries9disagreements" if any(,. PROHIBITION AGAINST RE-$ORMULATION O$ THE PRODU'TS

The 8istri.utor 4i++ under no circumstances .rea: open the pac:ages" containing the *roducts and re/se++ them in their e3isting form or re/formu+ated" mi3ed or .+ended 4ith any other goods- The 8istri.utor sha++ not manufacture" distri.ute" se++" offer for sa+e" disp+ay" ad%ertise" promote any products counterfeiting or imitating the *roducts and9or infringing any Inte++ectua+ *roperty Rights re+ated to the *roducts of the Company- The 8istri.utor 4i++ e3press+y underta:e to use" in good faith" its .est efforts to ha%e the +oca+ retai+ers comp+y 4ith this section- It is e3press+y agreed that in the e%ent of .reach of this section .y the 8istri.utor" the Company sha++ ha%e the right to terminate this Agreement 4ith immediate effect(0. ASSIGNMENT

This Agreement and the rights and .enefits thereunder sha++ not .e assigned or .e assigna.+e .y the 8istri.utor 4ithout the pre%ious 4ritten consent of the Company(1. RE'ORDS

The 8istri.utor sha++ :eep proper records of the stoc:s of the *roducts and these records 4i++ .e open for inspection to the Company=s representati%es as and 4hen re<uired(5. In case of any change in the status of the 8istri.utor from proprietorship to partnership or %ice %ersa" it shou+d .e communicated to the Company immediate+y for updating its records(7. SUPERSESSION O$ OTHER AGREEMENTS

There are no representations" terms" conditions or o.+igations ora+ or 4ritten" e3press or imp+ied" other than those contained herein- This Agreement em.odies the entire understanding" in respect of the transactions contemp+ated herein" .et4een the parties and supersedes a++ pre%ious agreementsThe parties a+so agree that not4ithstanding anything contained in the distri.utorship agreement1s5 entered into .et4een the parties hereto prior to this Agreement7 such ear+ier distri.utorship agreement1s5 sha++ stand automatica++y

terminated immediate+y on signing of this Agreement7 *ro%ided" ho4e%er" that a++ c+aims and +ia.i+ities incurred under such ear+ier distri.utorship agreement1s5 sha++ su.sist and .e .inding on the parties- The parties here.y e3press+y agree that a++ disputes or differences 4hatsoe%er arising .et4een the parties hereto out of or re+ating to the construction" meaning or operation or effect of such ear+ier distri.utorship agreement1s5 or .reach thereof sha++ .e sett+ed in accordance 4ith pro%isions of c+ause )) $AR;ITRATI6N$ of this Agreement not4ithstanding anything to contrary contained in such ear+ier distri.utorship agreement1s5 or any supp+ementa+ agreement1s5 thereof)8. SE*ERABILIT#

This Agreement is su.?ect to the restrictions" +imitations" terms and conditions of a++ app+ica.+e go%ernmenta+ regu+ations" appro%a+s and c+earances- If any term or pro%ision of this Agreement sha++ for any reason .e he+d in%a+id" i++ega+ or unenforcea.+e in any respect" such in%a+idity" i++ega+ity or unenforcea.i+ity sha++ not affect any other term or pro%ision hereof" and this Agreement sha++ .e interpreted and construed as if such term or pro%ision" to the e3tent same sha++ ha%e .een he+d to .e in%a+id" i++ega+ or unenforcea.+e" had ne%er .een contained herein)&. RELATIONSHIP

E3cept as other4ise specifica++y pro%ided herein" nothing contained in this Agreement sha++ .e deemed to constitute a re+ationship of partners or of principa+ and agent .et4een the parties)(. NON-"AI*ER

2ai%er .y either party of any .reach of or fai+ure to comp+y 4ith any pro%ision of this Agreement sha++ not .e construed as or constitute a continuing 4ai%er of" or 4ai%er of any other .reach of or fai+ure to comp+y 4ith" any pro%ision of the Agreement)). ARBITRATION

A++ disputes or differences 4hatsoe%er arising .et4een the parties hereto out of or re+ating to the construction" meaning or operation or effect of this Agreement or .reach thereof sha++ .e sett+ed .y ar.itration in accordance 4ith the Ru+es of Ar.itration and Conci+iation of the Hydera.ad Cham.er of Commerce and Industry" Hydera.ad" and the a4ard made in pursuance thereof sha++ .e fina+ C .inding on the *arties- The ar.itration sha++ .e conducted in Eng+ish and the %enue of ar.itration sha++ .e Hydera.ad- The cost of the ar.itra+ proceedings sha++ .e .orne e<ua++y .y .oth the parties)+. $OR'E MA;EURE

The Company sha++ incur no +ega+ +ia.i+ity 4hatsoe%er if at any time it is una.+e to supp+y the 4ho+e or any part of the goods for reasons .eyond its contro+ inc+uding .ut not +imited to acts of God" Acts of State" Go%ernment orders or restrictions" 4ar +i:e conditions" hosti+ities etc- In such case the Company sha++ .e the so+e ?udge to decide and the same 4i++ .e .inding on the 8istri.utor),. MIS'ELLANEOUS 1a5 This Agreement may .e amended" a+tered and superseded on+y .y a 4ritten instrument e3ecuted .y .oth parties1.5 2hene%er there is a change in the constitution of the concern9firm9company" as the case may .e of the 8istri.utor" the same sha++ .e immediate+y informed to the Company 4ith necessary documentary proof thereof .y the 8istri.utor- The successor/in/tit+e9+ega+ heir of the 8istri.utor sha++ .e e<ua++y +ia.+e for the outstanding amounts paya.+e to the Company" .y his predecessor- Simi+ar+y" 4here the 8istri.utor is a Hfirm=" the outgoing partner1s5 sha++ continue to .e +ia.+e for any acts done .y the firm .efore such partner1s5 ceases to .e the partner of such firm1c5 Tit+es of captions of C+auses and Sections contained in this Agreement are inserted on+y as a matter of con%enience and for reference" and in no 4ay define" +imit" e3tend" or descri.e the scope of this Agreement of the intent of any pro%ision hereof)0. BA#ER<S 'ODE O$ 'ONDU'T $OR ASSO'IATES

The 8istri.utor sha++ adhere to ;ayer=s Code of Conduct for Associates 1Appendi3/ C6C>A5" 4hich forms a part of this Agreement-

APPENDI6 = 'O'$A 'ODE O$ 'ONDU'T $OR ASSO'IATE ;ayer=s <uest for competiti%e e3ce++ence .egins and ends 4ith its commitment to4ards not on+y comp+iance 4ith +a4 .ut a+so ethica+ princip+es in order to maintain its high .usiness standards- ;ayer has de%ised the fo++o4ing Code of Conduct 4hich is app+ica.+e to the :ey sta:e ho+ders such as manufacturers" supp+iers" mar:eters" dea+ers" distri.utors" agents" transporters" consu+tants" customers" c+ients and ser%ice pro%iders and a++ other .usiness partners of ;ayer 1hereinafter referred to as #Associates$5- 2hi+e ;ayer appreciates the interna+ guide+ines of a++ Associates and its comp+iance" ;ayer a+so desires that the Associates shou+d fu++y understand its Code of Conduct in true spirit of its intern and 4ords and strict+y comp+y 4ith the sameNO 'ON$LI'T O$ INTEREST- !epa-ation 'OMMITMENT TO $AIR 'OMPETITION-no o3 co-po-ate > pe-!onal inte-e!t! Antit-4!t 2iolation!

Conf+ict of interest arises 4hen the interest or .enefits of one person or entity conf+ict 4ith the interests or .enefits of ;ayer- Any .usiness re+ationship 4ith ;ayer must .e formed on the .asis of o.?ecti%e criteria such as price" <ua+ity" re+ia.i+ity C product suita.i+ityAssociates must disc+ose any e3isting or potentia+ conf+ict of interest 4hi+e entering into or during the course any arrangement 4ith ;ayerAssociates must not inf+uence .usiness dea+ing .y offering inappropriate gifts9entertainment to emp+oyees of ;ayerINTEGRIT# IN BUSINESS DEALINGS- no co--4pt p-actice! ;ayer has FER6 T6GERANCE to4ards CorruptionNo amount of potentia+ additiona+ re%enues can ?ustify i++ega+ .usiness practices and hence" the Associates must not offer or accept an ad%antage 4ith the intention to do something dishonest" i++ega+ of to .reach trust;ayer competes so+e+y on an honest" o.?ecti%e .asis and does not ma:e unethica+ .usiness dea+ings- ;ayer emp+oyees and the Associates must not attempt to un+a4fu++y inf+uence .usiness partners" go%ernment authorities or pu.+ic ser%ants through fa%ors= or other ad%antages 4hich are construed to .e corrupt practicesPROTE'TION O$ HUMAN healthA Bo-?inC en2i-on@ent

;ayer prohi.its any actions" informa+ ta+:s or agreements 4hich intend to restrict competition- ;ayer e3pects the Associates to appreciate ;ayer=s concerns for fair competition and ensure that no antitrust %io+ations ta:e p+ace in their dea+ing 4ith ;ayer;ayer for.ids co++usion among competitors and anticompetiti%e arrangements among supp+iers and customers- ;ayer and the Associates sha++ e3hi.it fu++ transparency in their dea+ings 4ith each other in order to strict+y fo++o4 the princip+es of fair competition-

PRIN'IPLE O$ SUSTAINABILIT#-no -i!?! 3o- h4@an health and en2i-on@ent ;ayer ac:no4+edges its duty to4ards sustaina.+e de%e+opment and he+ps in meeting the economic" eco+ogica+ and socia+ needs of the present and future generationsA++ its Associates sha++ a+so pro%ide its emp+oyees 4ith a safe and hea+thy 4or:p+ace in comp+iance 4ith a++ app+ica.+e +a4s and regu+ationsAssociates sha++ support en%ironmenta+ protection" ?udicious consumption of energy and ra4 materia+s in production and a+so minimi,ation of the ha,ardous impact of the de%e+opment" production" use and disposa+ of any products and ser%ices on the eco+ogica+ en%ironment-

RIGHTS- IP RIGHT > 'ON$IDENTIALIT#p-otectinC and -e!pectinC the leCal -iCht! ;ayer strict+y comp+ies 4ith prohi.itions on engagement of chi+d +a.our- Associates must The resu+ts of ;ayer=s scientific research and prohi.it emp+oyment of chi+d +a.our and fu++y technica+ de%e+opment 4or: are e3treme+y comp+y 4ith the pro%isions of app+ica.+e %a+ua.+e assets- ;ayer is committed to

factory9+a.our +a4s;ayer does not to+erate any .eha%ior that might harass" disrupt or interfere 4ith the a.i+ity of a person" Se3ua+ harassment in any form is tota++y into+era.+e- There sha++ .e no use of a.usi%e or offensi%e +anguageAssociates sha++ not use any forced or in%o+untary or .onded +a.our;ayer pro%ides e<ua+ opportunity to a++ its emp+oyees and treats them 4ith respect and dignityAssociates sha++ not adopt discriminati%e po+icies on the .asis of race" re+igion" age" nationa+ity" socia+ or ethnic origin" gender" disa.i+ity" po+itica+ opinion etc-

protect the fruits of its o4n endea%ors and respecting the +ega++y recogni,ed rights of othersAssociates sha++ respect the inte++ectua+ property rights of ;ayer inc+uding its patents" trademar:s" copyrights" proprietary information and trade secrets and sha++ not use the same un+ess specifica++y authori,ed .y ;ayer in this regardAssociates must treat any proprietary or confidentia+ information of ;ayer as high+y confidentia+ and protect .usiness data against unauthori,ed access- Care shou+d .e ta:en to a%oid any unintentiona+ transfer of confidentia+ information of infringement of inte++ectua+ property rights through neg+igent hand+ing of the sameLA"Sno

PROPER RE'ORDS > IN$ORMATION- UPHOLDING 'OMMER'IAL t-an!pa-ent -epo-tinC > co@@4nication eDpo-t-i@po-t 2iolation;ayer e3pects its Associates to maintain accurate records and not to suppress or distort any materia+ facts- Associates must maintain documents and records as per the app+ica.+e +ega+ standards and preser%e the same so +ong as the same are re<uired under the re+e%ant statutory pro%isions;ayer propagates transparency in a++ its dea+ings and is fu++y accounta.+e to the appropriate authoritiesAssociates responsi.+e for dea+ing 4ith any statutory authorities shou+d communicate information comp+ete+y" correct+y and in a time+y manner-

;ayer is committed to upho+d a++ domestic and internationa+ commercia+ and trade +a4s- ;ayer supports the efforts of the internationa+ community to pre%ent the manufacture and pro+iferation of chemica+" .io+ogica+ and nuc+ear 4eaponsA++ Associates are re<uired to o.ser%e the restrictions and .ans on domestic and internationa+ trade in +isted goods" techno+ogies and ser%ices- A++ Associates must a+so respect the trade .ans and restrictions that are part of internationa+ em.argos and efforts to com.at terrorism-

Repo-tinC *iolation Dio+ation of this Code of Conduct or any apprehension thereof sha++ .e reported forth4ith to the concerned ;ayer representati%e so as t ena.+e him to initiate suita.+e action in that regard'ontact 3o- $4-the- In3o-@ation

>or any <ueries" concerns or c+arification on this Code of Conduct" the Associates are re<uested to contact the concerned ;ayer representati%e or ;ayer=s Gega+ 8epartment at its Registered 6ffice-

IN 2ITNESS 2HERE6> the parties have set their hands/seal on the day, month and year mentioned above. SIGNE8 AN8 8EGIDER8 for and on .eha+f of the 4ithinnamed Company / BaAe- Reichindia Bio-Application Ltd. .y NameA Tit+eA In the presence of 14itnesses5A 1'SIGNE8 AN8 8EGIDER8 for and on .eha+f of the 4ithinnamed 8istri.utor I M !.EEEEEEEEEEEEEEEEEEEEEEEEEEE.y Name1s5AJJJJJJJJJJJJJJJJJJJJJJJJ" Tit+e1s5AJJJJJJJJJJJJJJJJJJJJJJJJJJ

In the presence of 14itnesses5A 1'-