TABLETS INDIA PRIVATE LIMITED INDIA– AL WANEES BUSINESS INTERNATIONAL LLC

DISTRIBUTION AGREEMENT

This Agency Agreement, made and entered into on 01 November , 2019 by and between:

TABLETS INDIA PRIVATE LIMITED, a company existing under the laws of the
Republic of India and having its registered office at Jhaver Centre, 72 Marshalls Road,
Egmore, Chennai - 600 008, India Phone: +91-44-42050000

(hereinafter called “MANUFACTURER”)

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. Phone:(968) 2569 9045;(968) 2481 0102; Fax:
(968) 2569 9045

(hereinafter called “DISTRIBUTOR ”)

Whereas MANUFACTURER is a leading manufacturer/supplier in India of wide range of

pharmaceuticals, food supplements, Animal feed supplements and probiotic products.

Whereas MANUFACTURER desires to explore and market its pharmaceutical products and
wishes to appoint a DISTRIBUTOR in Oman (hereinafter referred to as the “TERRITORY”)
for promoting and distributing MANUFACTURER’s pharmaceutical products which is more
fully detailed and listed in Annexure “A” (hereinafter called Products) which Schedule may
from time to time be amended by MANUFACTURER at its sole discretion and the
DISTRIBUTOR has accepted such appointment, in accordance with and subject to the terms
and conditions hereinafter appearing.

Whereas DISTRIBUTOR has represented that it possess wide and rich experience in the field
of importing/storage/handling/marketing/distributing of pharmaceutical products in the
Territory and thus has evinced interest to distribute the Products of MANUFACTURER and
MANUFACTURER agrees to appoint as its exclusive distributor for some of its products as
set forth in Annexure A hereto in the territory of OMAN on the terms of this agreement.

And DISTRIBUTOR agrees to the aforesaid appointment as the exclusive Distributor for the
products in the territory of OMAN on the terms and conditions set forth in this agreement

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Now therefore, in consideration of the mutual covenants herein contained, it is hereby agreed
as follows:

1. Definitions:

 Subject to the terms and conditions of this Agreement, MANUFACTURER hereby

grants to DISTRIBUTOR the exclusive, non-transferable right to import, promote,
market, sell and distribute the pharmaceutical products of MANUFACTURER as
specified in Annexure A and any other further products to be added in this agreement
which will be mutually agreed upon between the parties (hereinafter called the
PRODUCTS) .
 MANUFACTURER and DISTRIBUTOR will agree on the prices and shipment
details in writing , from time to time.
 In case MANUFACTURER decided to develop and introduce more products, these
will fall within the scope of this agreement.
 Quantity of the product will be agreed upon separately and will form a part of this
agreement.

2.Trademark:

 DISTRIBUTOR shall market the Products under MANUFACTURER’s

Trademark, which shall remain the exclusive property of MANUFACTURER.
The granting of the distributorship rights shall in no way imply the
transfer/assignment by MANUFACTURER of the ownership of the Trademark.

 DISTRIBUTOR acknowledges MANUFACTURER as the sole owner of

trademarks used for the products and undertakes that it will not alter, obscure,
remove, conceal or otherwise interfere: with any markings including trademarks or
name plates or other indications of the source of origin of the goods may be placed
by MANUFACTURER on the products, without prior consent in writing from
MANUFACTURER .MANUFACTURER only gives a restricted license to
DISTRIBUTOR only to market and promote the products.

3.Territory:
The term territory means Oman. DISTRIBUTOR should not sell the PRODUCTS in other
countries outside the territory, unless asked or permitted in writing by MANUFACTURER.

4. Conditions:

 Term of payment shall be made by confirmed irrevocable L/C 90 days or telegraphic

transfer in advance . Currency of payment shall be in United States Dollars.

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 The lead time or delivery shipment for all orders will be made 120 (one hundred
twenty) days after the opening of Confirmed Order. Batches sent from
MANUFACTURER should be not more than TWO MONTHS (2) old from date of
manufacturing.

 In purchase order placed by DISTRIBUTOR with MANUFACTURER ,

DISTRIBUTOR shall clearly describe the products and quantity required, and shall
include precise instructions for packaging, invoicing and shipping and thus
commercially clear. The orders shall not bind unless and until they are specifically
accepted by MANUFACTURER in its discretion. MANUFACTURER agrees to
supply DISTRIBUTOR with contractual products to enable fulfilment of the
minimum purchases by DISTRIBUTOR as set forth in Annexure A

 Annual purchase shall be based on number of products registered. It may change

from time to time according to the approved products. MANUFACTURER would
sell and export the products to DISTRIBUTOR.
 In order to keep this Agreement valid, DISTRIBUTOR shall ensure registration/
approval of the PRODUCT from local Food and Drug Administration.
 MANUFACTURER and DISTRIBUTOR can discuss and mutually agree on the
pricing of the products from time to time. In case of Products prices which are
controlled by the Ministry of Health, Both parties would discuss and agree upon
pricing on which they can work together.

5. Registration:

 Upon request by MANUFACTURER in writing and not otherwise, DISTRIBUTOR

shall apply for approval from all health authorities, local Food and Drug
Administration (“FDA”) and other registrations (hereinafter “Registration”) required
for the purpose of importation, sale and distribution of the PRODUCTS in the
TERRITORY. The Distributor undertakes to register the products in the name of
Distributor with the respective statutory authorities in Oman Territory on its own cost.
This registration of products by DISTRIBUTOR shall be held by DISTRIBUTOR in
trust for and on behalf of MANUFACTURER at its own cost.

 Subject to provision of law of the contractual territory, the registration cost of the
contractual products with the health authorities and any other registrations, licenses
and approvals as required for carrying out distribution of the contractual products in
the contractual territory shall be made by DISTRIBUTOR and following the
regulation set by the Local Food and Drug Administration standard which will be

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refunded by MANUFACTURER after successful product registration.. Should the

local FDA requires, MANUFACTURER plant inspection and plant registration cost
should be to MANUFACTURER account.

 MANUFACTURER will provide registration dossier in the format and content

according to MOH guidelines.

 DISTRIBUTOR shall pursue on its own for obtaining registrations in the contractual
territory and MANUFACTURER shall render necessary assistance to
DISTRIBUTOR for obtaining registration. DISTRIBUTOR will keep at its expenses
initially all such registrations which will be refunded after successful registration of
the products and comply with all legal requirements thereof during the term of this
agreement.

 Should there is additional data relating to registration of the PRODUCT requires by

Local FDA that MANUFACTURER would provide such information and document
on confidential basis and MANUFACTURER reserves its right to provide the
information directly to Local FDA, or provide the same through DISTRIBUTOR to
be provided to Local FDA, at MANUFACTURER sole option.

 DISTRIBUTOR shall within 1 month obtain and send copy of registration approval to
MANUFACTURER after the application is filed.
 DISTRIBUTOR shall place the initial order to MANUFACTURER within 1 month
after registration approval.
 MANUFACTURER is liable to pay all the expenses occurred for product registration
after successful registration of the product.
 All registration documents (hard or softcopy in any form of electronic data) provided
by MANUFACTURER is confidential information which can only be used by
DISTRIBUTOR in relation to registration process in Oman. No copy should be
made to other party nor used for other purposes. If required by MANUFACTURER,
DISTRIBUTOR shall sign an independent confidentiality agreement

6.Intellectual Property:
 This agreement does not grant, transfer or assign to the DISTRIBUTOR any legal
right or beneficial ownership in any intellectual property of MANUFACTURER and
as such the DISTRIBUTOR shall not acquire any rights to any trademark by reason
of this agreement.

 DISTRIBUTOR indemnifies and saves MANUFACTURER harmless, at all times

from claims, liabilities and / or legal proceedings resulting from noncompliance or
violation by the DISTRIBUTOR of laws and regulations in force in the TERRITORY
or resulting from storage, transport, distribution, handling and marketing or sales, of
the products, save in a situation where any of the products supplied by

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MANUFACTURER to the DISTRIBUTOR are, at the time of such supply, not in

accordance with the MANUFACTURER specifications there of furnished by
MANUFACTURER to the DISTRIBUTOR.

 During the term of this agreement, MANUFACTURER shall own all rights
concerning intellectual property of all the data in the registration dossier and also the
trademark for the PRODUCTS in connection with the advertisement, promotion,
distribution and sales of the products.

 MANUFACTURER allows DISTRIBUTOR to use the company’s name, for the

promotion of the product. Trademark shall be used without modification to
MANUFACTURER ’s original mark for the purpose of advertisement, promotion,
distribution and sales of the products.

7.Marketing of Products:

 DISTRIBUTOR shall, for the purpose of this agreement, set up and maintain a
competent organization and adequate facilities and manpower for the marketing,
distribution, sale, storage and handling of the products in the territory.

 DISTRIBUTOR will always during the continuance of this agreement maintain a

stock of the products as an adequate and continuous supply to consumers.

8.Packing and Marking:

 The packaging of the product shall be in English including the package insert. The
specific design of packaging in local language or English version, including all the
cost of design, shall be prepared by DISTRIBUTOR following rules prevalent in the
territory and the original English version prepared by MANUFACTURER .
 The art work and packing in local language will be submitted to MANUFACTURER
for approval before any use is made of such packaging by DISTRIBUTOR in
territory.
 The packaging shall mention the name of MANUFACTURER as the manufacturer.
MANUFACTURER ’s company logo and name will be appeared on every box of
products sold as well as on every promotional material that DISTRIBUTOR produce.

9.Pricing:
 The pricing will depend on guidelines of the Ministry of Health. In case of
products having the no price regulation from Ministry of Health, Distributor will
share the probable price for the product based on the market scenario which
Parties can mutually discuss and decide .

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10.Warranty:
 MANUFACTURER warrants that all products sold to DISTRIBUTOR
hereunder are manufactured, controlled, and supplied in accordance with the Good
Manufacturing Practices and the World Health Organization.
 Products sold to DISTRIBUTOR are non-returnable, and in case of
manufacturing defective.
 It should be reported in writing by DISTRIBUTOR within 30 (thirty) days
following discovery of the defects or receipt of complaints. MANUFACTURER
is not liable for any other defect, which are not attributable to manufacturing.
 If the shipment batch was found defective when analyzed by Ministry of Health.
The batch will be recalled by the DISTRIBUTOR and sent back to
MANUFACTURER and same quantity of goods will be sent back to
DISTRIBUTOR.

11.Secrecy:

 Both parties shall keep confidential all technical, scientific and commercial
information released by each other within the terms of the present Agreement, with
the following exceptions:
-information which has already been made public, at the time when communicated

12.Responsibility and Indemnity:

 DISTRIBUTOR shall be the responsible party for distribution and marketing of the
Products in the territory.

 MANUFACTURER will indemnify and hold DISTRIBUTOR harmless from any

and all claims and demands of third parties arising out of this agreement or Liabilities
arising from defective manufacturing of the PRODUCTS.

13.Orders and Supply:

 DISTRIBUTOR shall place its orders with MANUFACTURER for the products
indicating the quantities and the desired dates by which the same should be delivered.
 MANUFACTURER shall supply DISTRIBUTOR with all products ordered by it
and take all measures to ensure expeditious delivery.
 In the event that MANUFACTURER is unable (for good and acceptable reasons) to
comply with the delivery date of any item comprised in any order of DISTRIBUTOR
it shall notify immediately and in any event within one (1) month of the receipt of
DISTRIBUTOR order of its inability to do so.

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 It is also agreed and understood between the parties that MANUFACTURER shall
not at any time unilaterally cease supply of the product to DISTRIBUTOR during the
Agreement or in the event that the Agreement is terminated in respect of the product
already contracted to be supplied to customers in the territory given in Annexure I
prior to the termination, except in conditions where commercial terms defined in
purchase orders are not honored by DISTRIBUTOR.
 All products supplied to DISTRIBUTOR should not more than three months from
date of manufacture while loading to port for shipment.

14.Duration and Termination:

 Agreement shall be valid for the period of 5 Years ( Five years) as the products
registration validity is 5 (five) years from the date of first product registration and the
agreement shall be renewed for the further period of 5(Five) years on such terms and
conditions mutually accepted by both parties unless a termination is given by one of
the two parties with three months’ notice prior to the expiry date, by registered mail.

 Notwithstanding anything contained in this agreement, Either party may terminate

this agreement at any time under 6 (six) months prior written notice to other party.
 The agreement may be terminated by either party in case the other party is prevented
from fulfilling its obligations hereunder by force majeure for more than 3 (three)
months. MANUFACTURER reserves its right to terminate this agreement in the
event of DISTRIBUTOR fails to complete the registration of products in the territory
within a period of 36 months.
 Termination of this agreement shall not exempt any of the parties from paying the
other party any amount due at the time of termination hereof.
 Should the present Agreement be terminated or cancelled for any reason, both parties
shall:
 Keep secret all documents which are exchanged between the parties, Also keep the
business details about each other without disclosing to any other company whom they
may work with.
 In the event MANUFACTURER does not give consent; MANUFACTURER must
purchase those products at cost.
 Any declaration of termination and amendment must be in writing.

15. Steps after Termination:

 Upon the termination or expiration of this Agreement, Distributor shall have the right
to continue selling any of its inventories of product which are already supplied by
MANUFACTURER to DISTRIBUTOR during the validity of this agreement in the
territory.

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 DISTRIBUTOR shall also transfer the registration of products obtained in its name
from the relevant authorities in the territory with respect to the products to
MANUFACTURER or any third party designated by MANUFACTURER .
 Should be said transfer not be possible, then DISTRIBUTOR shall provide NOC and
shall take all the steps necessary to relinquish any claim over such registration.
Further DISTRIBUTOR shall also execute necessary documents to complete the
transfer of registration as instructed by MANUFACTURER.
 DISTRIBUTOR ’s covenants hereby to hand out all documents, drawings, writs,
materials, all copies thereof and, if any, promotional materials for the contractual
products, to MANUFACTURER or to its authorized representative within reasonable
time upon the termination according to MANUFACTURER ’s instruction. If
DISTRIBUTOR has acquired any marking or labeling or registration rights in
connection with the contractual products, it shall immediately assign the same to
MANUFACTURER.

16.Force Majeure:

 If the performance of any obligation hereunder if either party is prevented, restricted or

interfered with by reason of:
 Fire, explosion, breakdown of plant, strike, lockout, labour dispute, lack or failure of
transportation, epidemic etc.; orWar, revolution, civil commotion, acts of public
enemies, blockage of embargo; or
 Any other cause whatsoever, whether similar of dissimilar to those above enumerated
beyond the control of such party,
 The party so affected, upon prompt notice in writing to the other, shall be excused from
such performance to extend of such prevention, restriction, or interference.
 However, if such performance cannot be fulfilled according to the terms of this
agreement after 9 (Nine) months from notice, then the other party is free to terminate this
agreement forthwith.. This is with ought prejudice to the claim of one party which is
accrued against the other till the clearance of such Force Majeure event.

17.Concluding provisions:

 All notice given by either party to the other pursuant to this agreement shall be in
writing, addressed to the last known address of the other party. If the above is
conveyed by registered mail it shall also be considered as served if the attempt at
service proves unsuccessful and notification of service has been left behind to the
receiver.

 Any modification, variation or Amendments to this agreement shall not be any force
or effect unless it is in writing and signed by each party.

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18.Governing Law and Dispute of Resolution:

This agreement shall be governed by and construed in accordance with the laws of
Singapore. If any claim, dispute, controversy or difference arises out of or in connection
with this Agreement, the parties hereto shall use their best efforts to settle such dispute,
controversy or difference amicably between the parties. In case such dispute, controversy or
difference cannot be amicably settled by negotiations between the parties hereto, the same
shall be finally settled by arbitration. This arbitration shall be conducted in accordance with
the Rules of Arbitration of the International Chamber of Commerce. The Venue of
Arbitration shall be at Singapore and the language of arbitration shall be in English.

Chennai, India
Date: ……………………..,

Director
TABLETS INDIA PRIVATE LIMITED .

AND

Muscat,Sultanate of Oman
Date: ……………..…....….

NISSAR E.C.
Managing Director,
AL WANEES BUSINESS INTERNATIONAL LLC.

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Annexure-I

S.NO PRODUCT NAME PACKAGING MANUFACTURER

1 BIFILAC SACHETS 15s ALLIANZ BIOSCIENCES PVT LTD
2 BIFILAC ZINC SACHETS 15s ALLIANZ BIOSCIENCES PVT LTD
3 BIO RS 5s ALLIANZ BIOSCIENCES PVT LTD
4 BIFILAC CAPSULES 100s ALLIANZ BIOSCIENCES PVT LTD

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