BUSINESS PARTNERSHIP AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Business Partnership Agreement is executed this 22nd day of

June, 2022 by and between:

ZARINA MAE CHAVEZ BATOTO, of Lt 12 Blk A5 PH 1, SIR NEW

MATINA, Davao City, Davao Del Sure - 8000, hereinafter referred to as
the PARTNER A;

- and–

NIGIL JOSEPH, of P5, Malagos, Baguio Dist Davao City, Davao Del Sur –
8000, hereinafter referred to as the PARTNER B.

-WITNESSETH-

WHEREAS, PARTNER A and PARTNER B is entering into this business

partnership agreement and hereinafter will be referred to as PARTNERS

WHEREAS, the Partners have agreed to make contributions for the

purpose of establishing, holding and operating FN PHARMAS
Pharmaceutical Products Distribution hereinafter referred to as
business, for the purpose of Import and Distribution of
Pharmaceutical products hereinafter referred to as the business
interest.

WHEREAS, the Partners have agreed, in pursuit of the business interest,

to enter into a Partnership pursuant to the Partnership Laws of the
Philippines.

NOW THEREFORE, the partners agree as follows:

1.         Name and Business

The partners hereby form the business to conduct the business interest.
The principal office of the business shall be in Davao city.

2. Registration
The partners have agreed to register the business under PARTNER A as
SOLE PROPRIOTORSHIP, and any or all documents and registrations for
the business shall be under the name of PARTNER A.
3.         Term

The partnership shall commence on 01 August 2022, or once all the

necessary permits and documents have been secured, and shall continue
to exist until terminated as herein provided.

4.         Contributions

PARTNER B shall be the sole investor and has agreed to contribute 100%
to the capital in cash or property or in non-monetary contributions in
agreed upon value. PARTNER A shall provide pharmacist services and any
other services that are deemed necessary for the business operation.

5.         Profit and Loss

Both the net profits and net losses of the business shall be divided and
borne between partners as follows:
5.1 PARTNER A shall receive 8% share of the net profits and losses of
the business
5.2 PARTNER B shall receive 92% of the net profit and losses of the
business.

6.         Salaries and Drawings

No partner shall receive any salary for services rendered to the business.
PARTNER A shall withdraw their share of net profit from the income
account on a monthly or quarterly basis after the said withdrawal is
approved by PARTNER B.  All expenses incurred by the parties in the
pursuit of the business interest shall be accounted for in accordance with
policies to be mutually set by PARTNER A and PARTNER B in accordance
with generally accepted accounting principles.

7.         Interest

No interest shall be paid on the initial contributions to the capital of the

business or on any subsequent contributions of capital.

8.         Management

The PARTNER A shall be named Pharmacist partner while PARTNER B will

serve as the Managing Director of the business. The partners shall have
equal rights in the partnership business, however, PARTNER B shall have
the final say on management, choosing products, market etc., and each
partner shall devote his entire time to the conduct of the business.
Without the consent of the other partners, no partner shall, on behalf of
the business, borrow or lend money, or make, deliver, or accept any
commercial paper, or execute any mortgage, security agreement, bond,
or lease, or purchase or contract to purchase, or sell or contract to sell
any property for or of the partnership other than the type of property
bought and sold in the regular course of its business.

9.         Banking

A separate income account shall be maintained for the business. Business

profits and losses shall be charged or credited to the income account. All
funds of the business shall be deposited in its name in such checking
account or accounts as shall be designated by the partners. All
withdrawals therefrom are to be made upon checks signed by at PARTNER
B.

10.         Books

The business books shall be maintained at the principal office of the

business, and each partner shall at all times have access thereto. The
books shall be kept on a quarterly basis in accordance with generally
accepted accounting principles and shall be closed and balanced at the
end of each quarter of the respective fiscal year. An audit shall be made
as of the closing date.

11.       Termination

11.1     The partnership may only be dissolved by agreement of all the

partners, in which event the partners shall proceed with reasonable
promptness to liquidate the business of the partnership. The partnership
name shall be sold with the other assets of the business.

11.2     The assets of the partnership business shall be used and

distributed in the following order: (a) to pay or provide for the payment of
all partnership liabilities and liquidating expenses and obligations; (b) to
equalize the income accounts; (c) to discharge the balance of the income
accounts; and (d) to discharge the balance of the capital investment of
the partners.

11.3 PARTNER A shall not terminate the business permits and other
licenses, nor transfer the business permits and other licenses to a
different individual or corporation, without proper agreement and written
consent from PARTNER B.

12.       Death

12.1     Upon the death of a partner, the surviving partner/s shall have
the right either to purchase the interest of the decedent in the partnership
or to terminate and liquidate the partnership business. If the surviving
partner elects to purchase the decedent's interest, he shall serve notice in
writing of such election, within three months after the death of the
decedent, upon the executor or administrator of the decedent, or, if at the
time of such election no legal representative has been appointed, upon
any one of the known legal heirs of the decedent at the last-known
address of such heir.

12.2     If the surviving partner/s elect/s to purchase the interest of the

decedent in the partnership, the purchase price shall be equal to the
decedent's capital investment, increased by his share of partnership
profits or decreased by his share of partnership losses for the period from
the beginning of the fiscal year in which his death occurred until the end
of the calendar month in which his death occurred, and decreased by
withdrawals under his name charged to the income account during such
period.

12.3     No allowance shall be made for goodwill, trade name, patents, or

other intangible assets, except as those assets have been reflected on the
partnership books immediately prior to the decedent's death; but the
survivor shall nevertheless be entitled to use the trade name of the
partnership.  

13.       Arbitration and Attorney’s Fees

The Partners agree that any dispute, claim, or controversy concerning this
Agreement or the termination of this Agreement, or any dispute, claim or
controversy arising out of or relating to any interpretation, construction,
performance or breach of this Agreement, shall be settled in good faith by
the partners. If no agreement is reached, the Partners shall refer the
same to arbitration in accordance with Philippine arbitration rules then in
effect. The arbitrator may grant injunctions or other relief in such dispute
or controversy. The decision of the arbitrator shall be final, conclusive and
binding on the partners to the arbitration. Judgment may be entered on
the arbitrator’s decision in any court having jurisdiction. The Partners will
pay the costs and expenses of such arbitration in such proportions as the
arbitrator shall decide, and each partner shall separately pay its own
counsel fees and expenses.

14.       Final Agreement

This Agreement terminates and supersedes all prior understandings or

agreements on the subject matter hereof. This Agreement may be
modified only by a further writing that is duly executed by both partners.

15.       Severability

If any term of this Agreement is held by a court of competent jurisdiction

to be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.

16.       No Implied Waiver

Either party's failure to insist in any one or more instances upon strict
performance by the other party of any of the terms of this Agreement
shall not be construed as a waiver of any continuing or subsequent failure
to perform or delay in performance of any term hereof.

      IN WITNESS WHEREOF, the partners have executed this

Agreement on the date and place above specified.

ZARINA MAE CHAVEZ BATOTO                             NIGIL JOSEPH

SIGNED IN THE PRESENCE OF:

________________                                             __________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)
                                                )S.S.

            BEFORE ME, this (insert date) in (insert place), personally

appeared:

Name ID No. Issued at Issued on

known to me to be the same persons who executed the foregoing

instrument consisting (state number of pages) pages including this
Acknowledgment, and who acknowledged to me that the same is their
voluntary and free act and deed and those of the parties and institutions
represented.

       IN WITNESS WHEREOF, I set my hand and affix my notarial sea

on the date and place above written.

Notary Public
Doc.  No.  _____;
Page No.  _____;
Book No.  _____;
Series of ______.