TORRENT PHARMACEUTICALS LIMITED

ANNEXURE – 3 DOC No. :- TPL/ONCO/ENQ/ANX/003

Revision :- 0
General Conditions of Purchase - GC1 to GC29

TORRENT PHARMACEUTICALS LTD.

AHMEDABAD
GENERAL CONDITIONS OF PURCHASE
Page No.
GC-1 DEFINITIONS 2
GC-2 ENTIRE AGREEMENT 3
GC-3 CHANGES 3
GC-4 TITLE AND RISK OF LOSS 3
GC-5 LANGUAGE 4
GC-6 QUALITY STANDARDS 4
GC-7 WARRANTIES - GUARANTEES 5
GC-8 PERFORMANCE SECURITY 6
GC-9 SPARE PARTS 7
GC-10 ON-SITE SERVICES OF SUPPLIER’S REPRESENTATIVES 7
GC-11 BACK CHARGES 7
GC-12 STORAGE 8
GC-13 INFRINGEMENT 8
GC-14 COMPLIANCE 9
GC-15 BANKRUPTCY 9
GC-16 ASSIGNMENT 9
GC-17 ASSIGNMENT OF CONTRACT TO OWNER 10
GC-18 SUSPENSION 10
GC-19 TERMINATION FOR DEFAULT 10
GC-20 NON-WAIVER 11
GC-21 FORCE MAJEURE 11
GC-22 AMICABLE SETTLEMENT 12
GC-23 ARBITRATION 13
GC-24 PRESS RELEASES 13
GC-25 NONDISCLOSURE 13
GC-26 ORDER OF PRECEDENCE 13
GC-27 APPLICABLE LAW 14
GC-28 MITIGATION 14
GC-29 LIABILITY AND INDEMNIFICATION 14

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TORRENT PHARMACEUTICALS LIMITED

ANNEXURE – 3 DOC No. :- TPL/ONCO/ENQ/ANX/003

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General Conditions of Purchase - GC1 to GC29

This will form part of Purchase Order.

GENERAL CONDITIONS OF PURCHASE

GC1. DEFINITIONS:

"CONTRACT means this purchase order, including the General Conditions, the Material
Requisition and associated Technical Specifications, Drawings, all exhibits, schedules,
amendments and supplements hereto (each of which is hereby incorporated herein by
reference), executed from time to time.

"COMPANY/Owner " means TORRENT PHARMACEUTICALS LTD , having its registered

office at Torrent House, Nr. Dinesh Hall, Off Ashram Road, Ahmedabad - 380009 and its
legal successors in title and permitted assignees. All rights, benefits and remedies
conferred upon by this CONTRACT shall accrue and be available to and are for the
express benefit of COMPANY for which the Products are purchased.

"SUPPLIER" means the person, firm or corporation to which this CONTRACT is issued.

"Notification of Award" is the date defined in the CONTRACT and is the date on which this
CONTRACT between COMPANY and SUPPLIER comes in effect.

"Products" means those articles, materials, supplies, drawings, data and other property
and all services including design, inspection, testing, expediting and delivery specified or
required hereunder.

"Project" means the TORRENT PHARMACEUTICALS LTD., ONCOLOGY PLANT,

BILESHWARPURA, Tal: Kalol, Dist: Gandhinagar located in Gujarat State, approximately
40 km from Ahmedabad, India

"Warranty Period" means the time period specified in the Warranties-Guarantees article
of this Agreement.

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GC2. ENTIRE AGREEMENT: This CONTRACT embodies the entire agreement between
COMPANY and SUPPLIER. The parties shall not be bound by or be liable for any
statement, representation, promise or understanding not set forth herein. Nothing
contained in proposals, correspondence, discussions or negotiations prior to the date of
this CONTRACT has any effect on this CONTRACT unless specifically incorporated herein.
Nothing contained in order acknowledgements or equivalent SUPPLIER forms has any
effect on this CONTRACT unless specifically incorporated herein. No changes,
amendments or modifications of any of the terms and conditions hereof shall be valid
unless reduced to writing and signed by both parties in accordance with the Changes
clause of this PURCHASE ORDER.

GC3. CHANGES: COMPANY, may at any time request, in writing, for changes subject to
such changes being technically feasible, including but not limited to changes in any one
or more of the following: (1) drawings or specifications; (2) additions to or deletions
from quantities ordered; (3) delivery schedule; (4) method of shipment or packing; (5)
place of delivery; (6) General Conditions. If any such change causes an increase or
decrease in the cost of or the time required for performance of any part of the product or
affects warranties and guarantees, an equitable adjustment may be made mutually in
the price or delivery schedule, or both, and the CONTRACT shall be modified by written
amendments executed by authorised representatives.

Any claim by SUPPLIER for adjustment under this changes clause must be asserted
within ten (10 ) calendar days from the date of receipt by SUPPLIER of the notification
of change. However, nothing in this clause shall excuse SUPPLIER from proceeding with
the order or contract as changed.

GC4. TITLE AND RISK OF LOSS: Except as otherwise provided herein, the free and
clear title (without liens, encumbrances or any other interest) in all Products furnished by
SUPPLIER hereunder shall pass to the COMPANY when the Products or part thereof are
loaded for shipment by the SUPPLIER at the port of export.

Notwithstanding the foregoing, SUPPLIER shall be responsible for and shall bear any and
all risk of loss or damage to the Products until delivery thereof in accordance with the
delivery provisions of this PURCHASE ORDER. Upon such delivery, risk of loss or damage
shall pass to COMPANY subject to other provisions of this Agreement; provided however,
SUPPLIER shall at its sole cost and expense, remedy, repair and replace all physical
damage, loss or injury to the Products and perform any related services, whenever
occurring, which results from SUPPLIER's non conforming packaging, crating or handling.

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SUPPLIER shall insure Products at their full replacement value and COMPANY
shall require evidence of insurance at their full replacement value.(in
accordance to delivery Terms of contract)

GC5.LANGUAGE: All documents pertaining to the CONTRACT including correspondence,

operating and maintenance manuals/instructions, schedules, reports, and other
submittals by either party to the other shall be in the English language.

GC6. QUALITY STANDARDS: SUPPLIER shall comply with the standards of quality
specified by this CONTRACT in addition to those customary in the industry. COMPANY's
Quality Surveillance Representative shall be afforded free access during working hours to
plants of SUPPLIER and SUPPLIER agrees to procure a similar right for COMPANY for
quality surveillance purposes with respect to SUPPLIER's suppliers in order to monitor
compliance with quality requirements. COMPANY's right to inspect, examine, and test
the Products shall extend through the manufacturing process, the time of shipment and
a reasonable time after arrival at the final destination. SUPPLIER's failure to adhere to
the standards of quality required under this CONTRACT shall be deemed to be reasonable
grounds for insecurity. COMPANY may demand in writing, that SUPPLIER provide
adequate assurances of SUPPLIER's ability to meet said standards.

In the event that any inspection or test indicates that the Products fail to meet the
requirements of the PURCHASE ORDER, SUPPLIER shall initiateimmediate steps within a
reasonable time, but in no event later than 10 days from date of the inspection or test or
as decided by mutual agreement between the Parties, at its own cost and expense.
Upon completion of said rectification, SUPPLIER shall notify COMPANY of availability for
re-inspection or retest and this procedure shall be repeated as necessary until the
Products are deemed by COMPANY to be in complete conformity with the requirements of
the PURCHASE ORDER. Such procedure shall be without prejudice and shall not release
SUPPLIER from any obligations under the PURCHASE ORDER.

The Products shall not be deemed accepted until finally inspected by COMPANY's
representative at Oncology Plant. The making or failure to make an inspection,
examination or test of, or payment for, or acceptance of the Products shall in no way
relieve SUPPLIER from its obligation to conform to all of the requirements of this
CONTRACT and shall in no way impair COMPANY's right to reject or revoke acceptance of

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non conforming Products, or to avail itself of any other remedies to which COMPANY may
be entitled, not withstanding COMPANY's knowledge of the nonconformity, its
substantiality or the ease of its discovery.

If at any time prior to the start of the Warranty Period, a problem develops in
SUPPLIER's equipment due to any cause, whether originating from SUPPLIER's scope of
work or equipment, or scope of sub-suppliers or others, SUPPLIER shall, upon
notification from COMPANY, immediately remedy or fix the problem within a reasonable
time, but in no event later than 10 days from the date of the problem or as decided by
mutual agreement between the Parties. IF SUPPLIER fails to remedy or commence work
to remedy the problem within a reasonable time, COMPANY, after notice to SUPPLIER,
shall have the right to rectify or have remedied by third parties the problem, and the
costs thereof shall be borne by SUPPLIER.

GC7. WARRANTIES-GUARANTEES: SUPPLIER warrants that the Products shall

without limitation be free from all errors, omissions, liens and defects in design, material,
improper/inferior workmanship, and title, and shall conform in all respects to the terms
of this CONTRACT and to the applicable drawings issued for manufacture, and shall be
new and shall conform to specifications, and if no quality/specifications is specified shall
be of the best quality as per industry standards. Unless the Warranty Period is otherwise
extended, the conditions of which are provided elsewhere in this PURCHASE ORDER, the
following warranty shall apply: if, any time after Notification of Award and prior to twenty
four (24) months after the date of the commissioning of the plant, it appears that the
Products, or any part thereof, do not conform to these warranties or to the
specifications, and COMPANY so notifies SUPPLIER within a reasonable time after its
discovery, SUPPLIER shall promptly correct such nonconformity or replace or repair to
the satisfaction of COMPANY, at SUPPLIER's sole expense; (Sole expense means
including all expenses like customs duty in the country of import, taxes, fright etc.)
failing which COMPANY may reject or revoke acceptance, and cover by making any
purchase of Products in substitution for those rejected and SUPPLIER will be liable to
COMPANY for any additional costs for such substituted Products; or COMPANY may
proceed to correct SUPPLIER's non conforming work by the most expeditious means
available, the costs of which shall be to SUPPLIER's account; or COMPANY may retain the
non conforming Products and an equitable adjustment reducing the total CONTRACT
price to reflect the diminished value of such non conforming Products will be made by
written Amendment. Products which are so replaced or rectified are warranted by
SUPPLIER in accordance with the provisions of this Clause for a period of twenty four
(24) months from the date of replacement or rectification as the case may be or the
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remainder of the Warranty Period, whichever is the longer period (the Extended
Warranty Period). However, the Parties agree that the maximum liability period including
the Extended Warranty Period shall not exceed thirty six (36) months from the date of
commencement of the intial warranty period.SUPPLIER's liability hereunder shall extend
to all damages proximately caused by the breach of any of the foregoing warranties,
including but not limited to incidental damages, such as removal, inspection, re-
installation, costs of return or warehousing. SUPPLIER, however, shall not be liable for
consequential damages such as loss of profit, loss of use or production, and costs of
capital.

The COMPANY shall notify SUPPLIER in writing as soon as possible though in any event
not later than 30 days after detection within the Warranty Period of any alleged defect
covered by SUPPLIER’s warranty, giving detailed information of the alleged defect and
the reason that it is considered SUPPLIER's responsibility. In addition, the COMPANY shall
provide details to include projected direct costs and delays (number of people, rental
equipment, etc.), if any, which may result from such alleged defect. SUPPLIER and the
COMPANY will then mutually agree to a reasonable response time, which shall in no
event exceed ten (10) days from the date of the intimation.

SUPPLIER will have access to all relevant operating and maintenance data and any such
information obtained by the SUPPLIER will be considered as confidential information
under the Confidentiality Agreement dated _______ and will have access to the job site
during normal business hours to inspect and review with the installation contractor and
the COMPANY's personnel any alleged defect when SUPPLIER believes such a visit is
necessary and the SUPPLIER has provided a prior notice for access to such data or for
such visit to the COMPANY by the SUPPLIER. No person shall be allowed access to the
information or the job site of the COMPANY under this clause except authorised
employee of the SUPPLIER.

The third party warranties shall inure to the benefit of the COMPANY, COMPANY should
have the right to enforce directly or through the SUPPLIER and all third party warranties
should be on pass through basis.

All warranties provided by SUPPLIER that accrue after the completion of the Project shall
be assigned to COMPANY.

GC8. PERFORMANCE SECURITY: Performance security in the form of performance

guarantees in a format and by a bank acceptable to COMPANY for ten percent (20%) of
the final CONTRACT value valid throughout the duration of the Warranty Period may be
required at the discretion of COMPANY.
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Performance security on the Vendor’s Letter Head dully signed and seal by Vendor as per
the undertaking format given by Torrent.

GC9. SPARE PARTS: SUPPLIER agrees that, in the event of obsolescence of Products or
part thereof, it shall stock sufficient spare parts to effectively maintain the Products for
the life of the Products which shall be for a minimum of ten years.

GC10. ON-SITE SERVICES OF SUPPLIER'S REPRESENTATIVES: In the event

COMPANY requires the services of SUPPLIER's Representative(s) at the Project site,
SUPPLIER agrees to provide such services which will be mutually agreed upon.

GC11. BACK CHARGES: In the event the item or items furnished by SUPPLIER under
this CONTRACT are found to be defective as to workmanship or materials or not to be in
conformance with plans or specifications, it remains the responsibility of SUPPLIER In a
reasonable time, but not later than 10 days (or as per mutual agreement
between the Parties) from the date of intimation to Supplier to correct any
deficiency when so directed. COMPANY will take reasonable measures to discover such
non-compliance as quickly as practical; however, failure to do so during the term of this
CONTRACT and the Warranty Period, shall in no way relieve SUPPLIER of its
responsibility In a reasonable time, but not later than 10 days (or as per mutual
agreement between the Parties) from the date of intimation to Supplier to make such
modifications as are required.

If upon being notified by COMPANY of deficient work or materials, and having been
directed to correct the deficient work or materials by a specific date consistent with the
Project requirements, SUPPLIER states or by its actions indicates its inability or
unwillingness to comply, then COMPANY shall proceed to accomplish the work by the
most expeditious means available to it and to back charge SUPPLIER for the cost of the
required work.

The cost of such back charge work shall be computed as follows:

1. Labour shall be charged at actual cost plus 50% to cover payroll additives.

2. Material shall be charged at net delivered cost.

3. Equipment and Tool Rentals shall be charged at rates paid by COMPANY.

4. 100% shall be added to items 1 and 2 for COMPANY's indirect costs,

overhead, supervision and administration.

Before proceeding on such back charge work and, if available, COMPANY shall furnish
SUPPLIER with a written estimate of the cost of performing the work, and solicit
SUPPLIER's signed authorisation to proceed. Regardless of SUPPLIER's willingness to
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provide such written authorisation, when forced to proceed with the work, COMPANY will
invoice SUPPLIER for actual costs incurred, computed as shown above, or withhold such
sum from funds still due to SUPPLIER.

Parties agree that in case of confidentiality, damages are difficult to ascertain and the
COMPANY, without limitation to any of its rights and remedies, is entitled to seek an
injunction against the SUPPLIER.

And back charges will be valid for within warranty period of 24 months

GC12. STORAGE: SUPPLIER agrees to delay delivery of Products up to sixty (60) days
at no cost to COMPANY and at the sole written option of COMPANY.

GC13. INFRINGEMENT: SUPPLIER shall, at its own expense, indemnify, hold harmless
and defend COMPANY under this CONTRACT against any claim, suit, or proceeding which
is based upon a claim, whether rightful or otherwise, that any Products, or any part
thereof, furnished by SUPPLIER under this PURCHASE ORDER, constitutes an
infringement of any patent, copyright, trademark or trade secret and SUPPLIER shall pay
all resulting damages and costs. In case said Products, or any part thereof, are in such
suit held to constitute infringement and/or use is enjoined, SUPPLIER shall, at its own
expense, subject to the following provisions, either procure for COMPANY an irrevocable,
royalty-free license to continue using such Products, or with COMPANY's prior written
approval, replace same with substantially equal but non infringing Products or modify
them so they become non infringing, provided that no such replacement or modification
shall in any way amend or relieve SUPPLIER of its warranties and guarantees set forth in
this PURCHASE ORDER.

Notwithstanding any proprietary legends or copyright notices to the contrary, COMPANY

may copy or reproduce documents and information furnished by SUPPLIER in connection
with SUPPLIER's proposal and with this CONTRACT and distribute such copies or
reproductions internally within the COMPANY or its subsidiaries for the limited purposes
of designing, constructing, operating, maintaining or licensing the Plant in relation to the
Project. SUPPLIER is responsible for obtaining necessary permission and releases from
any third parties placing proprietary rights or copyrights on such documents or
information and shall, at its own expense, hold harmless and defend COMPANY against
any and all claims, suits or proceedings based upon a claim whether rightful or otherwise
that a proprietary right or copyright has been infringed by such copying, reproduction,
distribution or use by COMPANY or its subsidiaries.

SUPPLIER agrees that the COMPANY and its subsidiaries may also use such documents
for regulatory & audit purposes and for its consultants with respect to manufacturing
purposes.

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In case of a permitted disclosure and use according to this Clause, COMPANY shall be
obliged to inform its subsidiaries or third parties of the confidential nature of the
documents.COMPANY shall be liable for any breach of confidentiality and non-use by its
subsidiaries or other third parties.

GC14. COMPLIANCE: SUPPLIER warrants that all Products sold hereunder shall have
been produced, sold, delivered and furnished in strict compliance with all applicable laws
and regulations to which the Products are subject. SUPPLIER shall execute and deliver to
COMPANY any documents as may be required to effect or to evidence such compliance.
All laws and regulations required to be incorporated in agreements of this character are
hereby incorporated herein by reference.

SUPPLIER hereby agrees to indemnify, defend and hold COMPANY, and their respective
affiliates harmless from and against any and all claims, legal actions, final judgements,
attorney's fees, civil fines and other losses which any of them may incur as a result of
the sale or delivery to COMPANY hereunder of Products which do not meet all
requirements of such laws and regulations.

GC15.BANKRUPTCY: If SUPPLIER and/or SUPPLIER’s suppliers files a voluntary

petition in bankruptcy or has an involuntary petition in bankruptcy filed against it that is
not dismissed within thirty (30) days of such involuntary filing or is adjudged bankrupt or
becomes insolvent or has a receiving order made against it or compound with its
creditors or being a corporation commences to be wound up (not being member’s
voluntary winding up for the purpose of amalgamation or reconstruction) or carries on its
whole or part of the business under a receiver or makes a general assignment for the
benefit of its creditors or any of them, COMPANY may without prejudice to any other
rights of COMPANY, terminate the CONTRACT forthwith by notice to SUPPLIER or any
person in whom the CONTRACT may have become vested without any penalty to, or
payment obligation of, COMPANY, Other than undisputed outstanding payment
obligations to the SUPPLIER as of the date of any such termination.

GC16. ASSIGNMENT: Any assignment of this CONTRACT or of any rights hereunder or

hypothecation thereof in any manner, in whole or in part, by operation of law or
otherwise, without the prior written consent of COMPANY shall be void.

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GC17. ASSIGNMENT OF CONTRACT TO COMPANY: SUPPLIER shall include the

provisions of this article in each of its purchase orders entitling itself to assign such
purchase orders and the rights and obligations of SUPPLIER there under to COMPANY, as
appropriate following termination of this PURCHASE ORDER.

GC18. SUSPENSION: Notwithstanding any other provisions of this PURCHASE ORDER,

COMPANY may suspend, or extend the time for SUPPLIER's performance at any time and
from time to time upon one (1) month prior written notice of such suspension or
extension subject to the period of suspension being no longer than 3 months.
Thereafter, SUPPLIER shall resume performance as directed by COMPANY.

GC19. TERMINATION FOR DEFAULT: COMPANY may terminate the whole or any part
of SUPPLIER's performance of work under this CONTRACT in any one of the following
circumstances: (1) if SUPPLIER fails to make delivery of the Products or to perform
within the time specified herein or any extension thereof; or (2) if SUPPLIER delivers non
conforming Products; or (3) if SUPPLIER fails to provide adequate assurance of
SUPPLIER's ability to meet the quality standards or the delivery date(s) of this
PURCHASE ORDER; or (4) if SUPPLIER fails to perform any of the other provisions of this
CONTRACT in accordance with its terms or so fails to make progress as to endanger
performance of this PURCHASE ORDER; or (5) if SUPPLIER makes a general assignment
for the benefit of its creditors, becomes insolvent or institutes or has instituted against it
a proceeding in bankruptcy. In the event of any such failure(subsequent to exhaustion
of the extension of any time period as provided under other terms and conditions
hereunder), COMPANY will provide SUPPLIER with written notice of the nature of the
failure and COMPANY's intention to terminate for default. In the event SUPPLIER does
not cure such failure within ten (10) days (except for (5) for which no cure period shall
apply) of such notice, COMPANY may, by written Notice, terminate this PURCHASE
ORDER.

In the event COMPANY terminates this CONTRACT in whole or in part as provided in this
clause, COMPANY may procure, upon such terms and in such manner as COMPANY may
deem appropriate, Products similar to those so terminated and SUPPLIER shall be liable
to COMPANY for any additional costs for such similar Products or may ask for refund of
the entire amount paid to the SUPPLIER under this Purchase Order, at the COMPANY’s
sole discretion; provided that SUPPLIER shall continue the performance of this
CONTRACT to the extent not terminated under the provisions of this clause.

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SUPPLIER agrees to assist COMPANY in the event that reprocurement action is necessary
as a result of default, by co-operation in the transfer of information, in the disposition of
work in progress or residual material, and in the performance of other reasonable
requests made by COMPANY.

GC20. NON-WAIVER: Failure by COMPANY to insist upon strict performance of any of

the terms and conditions hereof, or failure or delay to exercise any rights or remedies
provided herein or by law, or to properly notify SUPPLIER in the event of breach, or the
acceptance of or payment for any Products hereunder, or review of design, shall not
release SUPPLIER from any of the warranties or obligations of this CONTRACT and shall
not be deemed a waiver of any right of COMPANY to insist upon strict performance
hereof or any of its rights or remedies as to any such Products regardless when shipped,
received or accepted, or as to any prior or subsequent default hereunder, nor shall any
termination of this CONTRACT by COMPANY operate as a waiver of any of the terms
hereof. A requirement that a SUPPLIER furnished document is to be submitted for or
subject to "Authorisation to Proceed", "Approval", "Acceptance", "Review", "Comment",
or any combinations of such words or words of like import shall mean unless the
CONTRACT clearly indicates otherwise, that SUPPLIER shall, before implementing the
information in the document, submit the document, obtain resolution of any comments
and authorisation to proceed. Such review shall not mean that a complete check will be
performed. Authorisation to proceed shall not constitute acceptance or approval of
design details, calculations, analyses, tests, or construction methods or materials
developed or selected by SUPPLIER and shall not relieve SUPPLIER from full compliance
with requirements of this PURCHASE ORDER.

Those provisions of this CONTRACT that by their very nature survive payment, final
acceptance or termination under the CONTRACT shall remain in full force and effect after
such acceptance and payment.

GC21 Force Majeure:

Either party shall be excused from the performance of its obligations under this
CONTRACT if such performance is prevented or delayed and which after due diligence,
the affected party is unable to avoid or overcome through individual or concerted effort
attributable to the following events and occurrences such as

a) Acts of war or terrorism, hostilities, invasion, act of foreign enemies

b) Rebellion, terrorism, revolution, insurrection, military or usurped power, or civil
war, riots, and nationalized strikes (other than strikes, lock-outs or cessation or

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suspension of work by CONTRACTOR’s or SUBCONTRACTOR’s labour, workmen,

employees or personnel) effecting the project schedule adversely
c) Warning with suspension of work by statutory or regulatory body for natural
catastrophes such as earthquake, hurricane, typhoon or volcanic activities
d) Act or regulation of any Government
Other than for circumstances provided above, delays in performance by the SUPPLIER to
manufacture or procure adequate amount of Products or failure by the SUPPLIER to
engage adequate number of personnel shall not be considered events of Force Majeure.

If either party is prevented or delayed in the performance of its obligations hereunder by

Force Majeure and if the affected party gives written notice as soon as reasonably
possible (but in any event within five (5) days from the date of the knowledge of the
occurrence thereof) to the other party specifying the nature of Force Majeure with
necessary evidence and also specifying the efforts made by the affected party to prevent
or overcome such occurrence together with an estimate of the further period during
which such factors are likely to continue, then and in such an event the affected party
shall be excused from performance or punctual performance, as the case may be, of
such obligation from the date of such notice till the relevant Force Majeure conditions no
longer continue or to such earlier date as such conditions reasonably could have been
abated through the exercise of due diligence and good faith efforts.

The parties hereto shall be diligent in preventing and removing the cause for Force
Majeure. Upon receipt of such a notice from either party, the parties shall confer and
agree upon a course of action to remove or alleviate such causes.

If an event of Force Majeure prevents the SUPPLIER from performing its obligations
under the CONTRACT for a period exceeding 60days, COMPANY may, upon prior written
notice to the SUPPLIER, terminate (without payment or penalty of any kind) the
CONTRACT to which such excusable delay applies.

GC22 Amicable Settlement: If either Party is dissatisfied with the action of the other
Party he shall give notice of dissatisfaction to the other Party. Where notice of
dissatisfaction has been given both Parties shall attempt to settle the dispute amicably
before the commencement of the Arbitration. However, unless both Parties agree
otherwise, Arbitration may be commenced on or after the thirty day after the day on
which the notice of dissatisfaction was given, even if no attempt at amicable settlement
has been made.

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GC 23. Arbitration: Any dispute relating or arising out of this document in respect of
which amicable settlement has not been reached within the period stated in GC
22,shall be finally and conclusively settled by arbitration in accordance with SIAC
Rulesas amended from time to time at Singapore. The following provisions shall apply
to any arbitration proceedings. The language of the arbitration shall be English
language and the award shall be final and binding on the parties.

GC24. PRESS RELEASES: SUPPLIER may not (or permit any affiliate, sub-supplier,
employee or any other party) put out any press or other media release relating in any
way to the Project without the prior written consent of COMPANY and OWNER.

GC25. NONDISCLOSURE: SUPPLIER agrees not to divulge to third parties at any time,
without the prior written consent of COMPANY, any information, whether written or oral,
obtained from or through COMPANY in connection with the performance of this
PURCHASE ORDER. SUPPLIER further agrees it will not, without the prior written
consent of COMPANY, disclose to any third party any information developed or obtained
by SUPPLIER in the performance of this PURCHASE ORDER. If so requested by
COMPANY, SUPPLIER further agrees to require its employees and its Suppliers and their
employees to execute an appropriate nondisclosure agreement prior to performing any
work under this Agreement.

GC26. ORDER OF PRECEDENCE: This CONTRACT is intended to be interpreted as a

consistent and a whole document. If, however, an unintentional ambiguity or conflict is
discovered to exist between separate provisions contained herein, COMPANY and
SUPPLIER agree to resolve such conflicts by application of the commercial order of
precedence shown below.

1. Any amendments to the PURCHASE ORDER

2. PURCHASE ORDER

3. Section 1 - Scope of Supply Pricing

4. Section 2 - Material Requisition and Technical Specifications

GC27. APPLICABLE LAW: This CONTRACT shall be governed by the laws of India.

GC28. MITIGATION:

The SUPPLIER and COMPANY shall have a duty to mitigate any damages regardless of
the basis of any claim.

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TORRENT PHARMACEUTICALS LIMITED

ANNEXURE – 3 DOC No. :- TPL/ONCO/ENQ/ANX/003

Revision :- 0
General Conditions of Purchase - GC1 to GC29

GC29. LIABILITY AND INDEMNIFICATION:

The SUPPLIER hereby agrees that it shall be liable and responsible in respect of all the
acts and omissions of the SUPPLIER (which for the purpose of this clause includes its
employees, officers, directors and agents) in relation to and arising from the CONTRACT,
including but not limited to the following:-

(i) Breach of any of provisions stipulated hereunder by the SUPPLIER including the
provisions relating to warranties and guarantees;

(ii) Non-compliance or breach of the applicable laws and regulations by the SUPPLIER; or

(iii) Negligence, fraud, misconduct or improper acts by the SUPPLIER The SUPPLIER
agrees to defend and indemnify the COMPANY, its directors, officers, and employees and
to hold them harmless for any and all damages, costs, expenses and other liabilities,
including reasonable attorney’s fees and court costs, incurred in connection with any
third party (including the relevant regulatory/statutory authority and Government/Semi-
Government bodies) claim, action or proceeding arising from in relation to all the acts
and omissions of the SUPPLIER as per the aforementioned clause.

The liability of the SUPPLIER under this clause shall be subject to the following terms:-

(a) Liability shall be limited to the contract value of this CONTRACT in the
cases other than those arising out of negligence, fraud or misconduct
of the SUPPLIER.
(b) The SUPPLIER is liable only for the defects which appear under the
conditions of operation provided for in the CONTRACT and under
proper use of the Plant
(c) The SUPPLIER’s liability does not cover defects which are caused by
faulty maintenance or faulty repair by the COMPANY or by alterations
carried out without the consent of the SUPPLIER
(d) The SUPPLIER ‘s liability does not cover normal wear and tear or detioration
(e) The SUPPLIER shall not be responsible and liable for consequential
damages such as loss of profit, loss of use or production, and costs of
capital arising out of any acts or omissions of the SUPPLIER under this
CONTRACT in the cases other than those arising out of negligence,
fraud or misconduct of the SUPPLIER

This clause shall survive the termination/ expiration of this Agreement.

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