THE UNIVERSITY OF DANANG

UNIVESITY OF ECONOMICS
  

REPORT
BUSINESS NEGOTIATION ASSIGNMENT

Group: 4
Lecturer: Nguyen Anh Tuan
Members: Nguyen Thi Kim Ngan
Le Thi Bao Ngoc
Vy Bao Ngoc
Doan Nguyen Minh Tam
Phan Thi Huong Tram
Class: 46K01.2

Danang, 2023

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 CONTENTS
I. Build a Pre-Negotiation Process ...............................................................................3
1. The company's goals ............................................................................................. 3
2. Identify key issues .................................................................................................3
3. Identify the benefits, BATNAS, resistance points of several issues: ....................6
3.1 About the price: ..................................................................................................6
3.2 About the timing of the price increase: .............................................................. 7
3.3 About payment term: .........................................................................................7
3.4 About payment method: .....................................................................................7
4. Partner analysis......................................................................................................8
5. Set your goal and suggest an opening .................................................................10
6. Assess the social context of the negotiation ........................................................11
6.1. Ingredient ......................................................................................................11
6.2. Negotiation context.......................................................................................11
7. Present the problem to the other side ..................................................................13
II. Prepare information for the negotiation phase ....................................................15
1. Summary of points to note in communication with partners .............................. 15
2. Tentative Agenda ................................................................................................ 18
III. Draft contract .......................................................................................................20
REFERENCE...............................................................................................................43

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 TABLES
Table 1: API unit price of Divi ........................................................................................9
Table 2: Minimum quantities of products .....................................................................25
Table 3: Price of Divi’s API ..........................................................................................27

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 I. Build a Pre-Negotiation Process

1. The company's goals

The tangible objective of the enterprise is to reach agreement on quantity, product

quality and price of pharmaceutical products imported from India to supply to the
domestic market.

This goal is one of the most important negotiating goals, because it helps you to get
the best possible import prices from your Indian suppliers and ensure the quality of your
products. This goal helps businesses reduce production costs and increase profits by
purchasing raw materials at competitive prices, while ensuring product quality to meet
the needs of domestic customers.

The invisible goal of the enterprise that wants to import Indian pharmaceuticals is to
find strategic partners in India to expand the business network and strengthen the
partnership. This goal can be achieved by seeking and establishing reliable partnerships
with suppliers, joint venture partners or other partner organizations in India.

Strategic partners can provide businesses with benefits, including access to local
markets, local resources, business experience, and knowledge of local laws and cultures.
direction. From there, businesses can take advantage of these benefits to enhance their
competitiveness and grow their business in the Indian market.

This objective also plays an important role in building long-term and stable
partnerships with Indian partners. As a result, businesses can increase reliability and
reduce risks in conducting business transactions and cooperation in the Indian market.

When looking for strategic partners in India to expand business networks and
strengthen partnerships, enterprises need to consider the following issues in the contract
to ensure that their goals are achieved:

2. Identify key issues

In order to achieve the objective of importing pharmaceutical products from India

and supplying the domestic market, the following issues have been raised and
considered in order of priority according to tangible goals:
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  Price of the product: Negotiating a fair price for the pharmaceutical products is
also crucial. The contract should include the price, as well as the costs associated with
transportation, packaging, and insurance.
Shipping costs: The parties need to agree on the cost of transporting the product from
the factory to the customer's location. This is a feature to select Incoterms, the
responsibilities of the parties are determined.
Price: This is the most important issue in contract negotiation, the parties need to
agree on a product price in accordance with the product's quality and competition in the
market.
Price application time: The parties need to determine the time to apply the price on
the contract, this helps to avoid the product price being changed during the contract
performance.
 Quantity of the product: The contract should specify the exact quantity of
pharmaceutical products that the business needs to import from India to meet the
demands of the domestic market.
 Delivery time: The contract should also specify the delivery time of the products
from India to the business's warehouse in Vietnam to ensure that the products can be
provided to the market on time.
Delivery time: The parties need to make a decision on the delivery time in
accordance with the needs of the customer. Delivery time must be clearly and
specifically defined in the contract.
Shipping conditions: The parties need to determine the shipping conditions of the
product such as temperature, humidity, light, and other requirements to ensure that the
product is not damaged during transportation.
 Payment terms: The contract should clearly define the payment terms, such as
prepayment, payment upon receipt, or payment by letter of credit.
Payment method: The parties need to make a decision on how to pay for the product
or service provided. Various payment methods are available, including bank transfer,
credit card, cash, or other forms of payment. The parties should ensure that the payment
method chosen is appropriate to the business environment and to the payment
regulations in that sector.

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 Remittance costs: The parties need to make a decision as to who is responsible and
the costs involved in transfer funds for the payment. These costs may include remittance
fees, currency conversion fees, or other costs associated with transferor money across
different countries.
 Shipping conditions: The contract should define the shipping conditions of the
products from India to the business's warehouse in Vietnam, including the shipping
method, transit time, and shipping costs.
 Quality management: The contract should outline the responsibilities of all
parties involved in managing the quality of the products, including quality control
procedures during the importation and supply process. Issue:

Regulations and testing standards: The parties may disagree on specific regulations
and testing standards to be applied to the goods, which may include testing methods,
sample quantities, acceptance criteria, and other requirements related to the product
testing process. These agreements may also relate to the reliability and recognition of
the testing parties. The parties may not agree on the method of error handling,
compensation for damages, or retesting.

Testing methods: The parties need to make a decision on the testing method for the
product. This method must meet quality standards and be executed properly.

Responsibility and costs: An issue that often arises is determining who will be
responsible for and bear the costs associated with product testing. The parties may have
the right to propose terms and conditions regarding cost-sharing for testing and
administer that the responsible party testing performs that meets the agreed-upon
standards and regulations.

 Warranty conditions: The contract should specify the warranty period and
conditions, including the warranty method and provisions for returns or refunds. Issues:
The seller disagrees with the warranty period and scope. This may relate to the length
of the warranty period, the scope of the warranty (including components, parts, or
warranty services), and the conditions applicable to the warranty, which may include
identifying factors that affect the validity of the warranty, such as improper use,
unauthorized repairs, or violation of usage instructions.

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 Dispute over warranty scope and method of compensation: Parties may not agree on
the scope and method of compensation and resolution of damages during the warranty
period. They need to determine the value of compensation, the scope of compensation,
and the terms and conditions related to the resolution of damages.
 Time for payment: The parties need to make a decision on the timing of payment
for the product or service provided. Payment times may vary depending on product type
and industry regulations. The parties need to ensure that the payment time is satisfactory
and reasonable to avoid negotiation during the transaction.
 Insurance: The cargo must be insured by an insurance company duly established
and capable of covering all risks to the cargo.
Both parties may want to choose an insurance company that is favorable to their side
(for example, this insurance company is familiar to them, this insurance company is
located close to them, they are longtime partners with the insurance company, so they
can receive incentives when using the service, ...) so it is difficult to agree on the
insurance company.
Insured Perils: Any risk of material loss or damage caused by external factors and
including risks of violent war, riots and civil riots (for countries at risk wars, riots, high
riots need to claim these types of insurance).

3. Identify the benefits, BATNAS, resistance points of several issues:

3.1 About the price:

Position (Needs): Reduce product cost per unit by 5%.

Benefits (Interest):
 Reduce production costs for the company (buy input from partners for production).
 The negotiation process is shortened because the company is in urgent need of raw
materials
Resistance point: The company's resistance point is at 0% to reduce the product cost
because the goal is integration negotiation, so if it is not possible to negotiate the price
issue with the partner, the company can use the solution. Logroll method. With this
resistance point, we will be flexible so that both sides can gain maximum benefit.
BATNAs:

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 Offer to raise the minimum purchase amount, which means an increase in the number
of purchases, at a lower price.
 Look for an alternative partner.
 Sun Pharmaceutical Industrial Company provides API with the price of the first
4 products as our needs, but the remaining 1 product is not on the list of business items
of this company. This is also a good alternative when providing our company with a
reasonable price, but when cooperating with this company, you will have to negotiate
the purchase twice.
 Company Dr. Reddy offers all 5 API products at a price that is right for our needs,
but their production scale is still small, not able to meet our purchasing volume, it is
necessary for them to grow the scale time (the company is in urgent need of raw
materials).

3.2 About the timing of the price increase:

Needs: Only make product price increases every 6 months.

Interest: Helps stabilize costs for the company in the longer term (unless market
prices drop).
Resistance Point: Performed every 3 months the price move up.

3.3 About payment term:

Needs: 30 - 60 days from the date of receiving the product.

Interest: Allowing buyers enough time to check the quality of the product before
paying the seller.
Resistance point: 20 days from the date of receiving the product. Payment days
cannot be too short because businesses need enough time to use up all products in stock
before receiving new shipments.

3.4 About payment method:

Needs: Use L/C payment method.

Interest: Helps to reduce payment risks, ensure the quality and quantity of goods as
well as help control costs for buyers.

Buyer's preferred options:

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 Payment by receipt of documents: this is a fairly safe payment method, because the
buyer will only pay the seller after receiving complete and accurate documents.
However, this method is not as secure as a letter of credit, because if the seller fails
to meet the documentation requirements, the buyer will not be able to pay.
 Payment is guaranteed by bank guarantee: this is not recommended payment method,
as the seller will only be paid when the requirements of the guarantee are met.
However, this method does not guarantee the buyer because if the seller fails to fulfill
his obligations, the buyer will have to pay the bank.

4. Partner analysis

Partner strength

Is an Indian multinational pharmaceutical company specializing in the production of

APIs, intermediates and nutritional ingredients. Divi is a global leader in manufacturing
APIs with top quality, is one of the best, is on the top list of top pharmaceutical
companies. Thus, the partner brings negotiating power with good quality, different from
the market.

Partners' interests and needs

Demand: Sell their pharmaceutical products at the advertised price.

Benefits: Selling at the right price to increase revenue for the business. For the
negotiators, their successful negotiation is like a win over their partner (because they
negotiate in a split way).

Partner's resistance point

Resistance point: The partner's resistance point will be quite high, close to the
announced selling price of 7%, because the counterparty wants a split type of
negotiation, so they will want to maintain their maximum benefit. In this case, we
shouldn't pay a price so low that it might take them off the table.

Their alternatives

BATNAs: We don't know the competitor's BATNAs well because we just started
doing business in this market and it's not easy to access the partner's client file. In
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addition, this is also an international company, so the number of customers who want to
transact with them is really large, capturing their BATNAs will be very difficult.

Initial goal and proposal

Objective: Increasing sales and growth is the main goal of the partner company. To
achieve this goal, companies focus on developing new products, improving the quality
of existing products, enhancing brand promotion, expanding markets, and maintaining
customer relationships. now available.

Initial proposal: After having the first meeting with the partner, the two sides had
discussions about the product as well as the product price.

Table 1: API unit price of Divi

N. Product name Unit price ($)

1 Capecitabine 640.02

2 Carbidopas 219.85

3 Levetiracetam 91.85

4 Naproxen 32.25

5 Nabumetone 22.47

Composition and structure of the partner's negotiating team

The negotiating team includes:

Lead Negotiator: The person who represents the Indian side in the negotiation
process. The main negotiator is the person with high authority in the purchasing
department, the purchasing manager.

Supporting Negotiator Team: Consists of people with certain expertise and skills
to assist the lead negotiator in the negotiation process. These people can be business
experts, lawyers, translators, technical support staff, etc.

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 Reputation and negotiating style of partners

This is a large-scale and professional company, so Indian partners often appreciate

prestige in negotiations. They consider the two sides must demonstrate mutual trust in
order to reach a final agreement. Therefore, they often place a high value on keeping
their promises and fulfilling their commitments.

During the negotiation process, the counterparty often has a rather rigid style and
tends to be consistent about his or her point of view. They often make requests and
suggestions clearly and firmly, and are often quite difficult to change their minds.

Strategies and tactics that partners often use

They make it their goal to get the highest possible benefit in the contract or agreement.
To achieve this goal, they often employ strategies such as focusing on convincing their
counterparty of the necessity of the terms they want to achieve, or finding weaknesses
in the other's offer. cooperation and use them to reach a better deal. They also often use
questions to learn about the partner's goals and requirements, thereby building an
appropriate negotiation strategy.

Partners often have a fairly independent attitude and do not like interference from
third parties in the negotiation process. They value self-responsibility and self-
determination in the negotiation process. However, they also promote fairness and
integrity in the negotiation process, and often do not accept agreements that lack
transparency or are ethically questionable.

5. Set your goal and suggest an opening

Set goals

Successful negotiation with 6% discount for each product unit.

The time to increase prices for product units is every 9 months.

Make an opening offer

Discount at 5%.

Price increase period is every 6 months

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6. Assess the social context of the negotiation

6.1. Ingredient

The main representative of the buyer: The director of the purchasing department, who
represents the buyer in the negotiation process.

Buyer's Support Negotiating Team: Similar to the Indian counterpart's support

negotiation team, this team consists of people with specific skills and expertise to assist
the main buyer's representative.

6.2. Negotiation context

Current relationship with partners

This is the first time negotiating with a company partner, who have never had a
business relationship with each other before. Because they have never worked together
and have not met for too long, the relationship between the two sides is not stable and
there may be many problems related to cultural differences.

Negotiation time

At this time, the two sides have not had much contact, just had a meeting to discuss
some basic issues such as product presentation as well as quotation. Currently, both
sides are ready to meet to negotiate on important issues.

Time allowed for negotiation

Because of embracing the Indian culture that loves building long-term relationships,
the company has arranged more time for the negotiation process to ensure that the
negotiation process goes smoothly and safely. The content of the negotiation could be
more detailed.

Differences in culture, language, law, politics...

Vietnam and India are two countries with different cultures, languages, laws, and
politics. Here are some notable differences:

Culture: Vietnam has an oriental culture, while India has a Hindu culture. The
values, practices and customs of the two countries are significantly different. For

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example, in Vietnamese culture, respect for family, religion, age, and high civilization
is considered very important. Meanwhile, in Indian culture, respect for religion, family,
customs and culture is also considered very important.

Languages: Vietnamese and Hindi are the two main languages spoken in the two
countries. While Vietnamese has the Latin alphabet, Hindi uses the Devanagari
alphabet. Besides, both countries use English as the language of commerce and business.

Law: Both Vietnam and India have their own legal systems. However, the legal
system of India has many differences compared to the legal system of Vietnam. For
example, the civil and criminal legal system in India is different from that of Vietnam,
especially in matters relating to property and human rights.

Politics: Both Vietnam and India are republics. However, India has a more complex
political system than Vietnam, with many political divisions and parties.

In terms of customs and standards, Vietnam and India have many differences. In
Vietnam, for example, respecting age and family is very important, while in India,
respecting one's religion and social status is essential. This also affects the way of
communication and relations between individuals in the two countries.

In terms of cultural values, India has many ancient and rich values such as respect
for tradition and family, tolerance and openness, respect for religion and important polite
communication. and solemn. Meanwhile, Vietnam has unique cultural values such as
respect for tradition, ingenuity in art, hospitality and solidarity, sincerity and honesty.

Overall, the cultural differences between Vietnam and India are very diverse and
complex, which should be kept in mind during the negotiation and communication
process between the two companies.

The customs, standards, ethical aspects, ...

Vietnam and India are two countries with separate cultures and development history,
so there are many differences in customs, standards, and ethical aspects between these
two countries. Here are some key differences:

Customs: Vietnam and India have different customs. For example, in India, the
practice of vegetarianism is common and respected by many, while in Vietnam,
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vegetarianism is not a common practice and is not followed by many people. In addition,
India has a rich variety of religious practices and rituals, while Vietnam has many typical
folk practices such as temple festivals and pagoda festivals.

Norms: Standards and behavior of Vietnamese and Indians are also different. For
example, in India, respect for elders and family is very important, while in Vietnam,
individual independence is more respected. In addition, in India, it is common to accept
delays in work and appointments, while in Vietnam, accuracy and punctuality are valued
more.

Ethical aspect: Vietnam and India have different moral and religious values. For
example, the popular religions in India are Hinduism, Buddhism and Jainism, while in
Vietnam are Buddhism, Taoism, and Confucianism. In addition, in India, people
generally respect life and do not kill animals, while in Vietnam, eating animals is
common and accepted.

In summary, Vietnam and India have many differences in terms of customs, standards
and ethical aspects.

7. Present the problem to the other side

Specific negotiation agenda/schedule

Communicate with partners to arrange schedules, plan meetings in advance, a clear

plan of the time and content of the meetings. Because Indians have a multi-line, flexible
time culture, they often have time adjustments before the meeting, the negotiator needs
to be mentally prepared for this issue. If possible, the partner should be proposed and
arranged to include cultural experiences and exchanges between the parties. Building
relationships with partners can facilitate contract negotiations.

Negotiation Venue
It is possible to suggest that meetings should be conducted in person at the partner's
headquarters.

This is a convenient location for both parties and has enough conditions to hold
negotiations, including internet connection, meeting room, electronic equipment,
telephone, computer, projector...

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 How to start negotiating
You can start with a greeting, exchange basic information about yourself and your
company/organization so that your partner can better understand you. Indians before
entering the negotiation process, they often talk on the sidelines a lot to get information.
Therefore, negotiators need to learn about popular topics in India to create harmony
before entering into negotiations.

Before starting formal negotiations, it is necessary to discuss with the other party the
content and objectives of the negotiation. This helps ensure that both sides clearly
understand what needs to be achieved in the negotiation. There should be a careful
preparation of the information and status of the partner to be able to create agreement
and interest in the issues to be discussed.

Negotiation time
Should choose a favorable time for both parties, avoid holidays or other important
days of the parties. If possible, negotiations should be avoided on weekends or at night
to ensure better concentration and discussion.

Solution if the negotiation is not successful

 Continue to negotiate: If no agreement is reached in the first negotiation, the parties

can continue to negotiate to find a suitable solution to the problems.
 Seek other solutions: If the parties cannot reach an agreement through direct
negotiations, they may consider other solutions such as arbitration, dispute resolution
through the courts, or other methods of settlement. resolve other disputes.
 Take the issue to a higher level: If face-to-face negotiations fail, the parties can take
the issue to a higher level in their organization to find a suitable solution.
 Re-discuss conditions: In some cases, renegotiating terms can help the parties reach
an agreement during the negotiation process.
 Pausing negotiations: In some cases, pausing negotiations can be a solution to give
the parties time to reassess the situation and decide to resume negotiations later.

Methods to track resolved issues

There should be a system for recording and tracking the matters discussed to ensure
clarity and avoid future misunderstandings or disputes.
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 Mechanism to amend the agreement when necessary

Use an amended clause: An amended clause can be added to the original agreement
to allow the parties to make amendments if there is a change in business conditions or
if an unexpected situation occurs. This provision should be written clearly and
specifically to avoid any misunderstanding about the specific conditions for amendment.

Agreement on Amendment Process: The parties need to agree on a process to amend

the agreement. This process should ensure that amendments are made in a fair and
transparent manner, and that all parties are included in the revision process.

II. Prepare information for the negotiation phase

1. Summary of points to note in communication with partners

Non-verbal communication in India

Greetings: Avoid greeting someone with a hug or a kiss unless you know the person
well. Pressing your palms with the fingers facing upward is a common greeting in India,
and together shaking hands is becoming more and more popular. However, if you are a
man greeting a woman, it is best to wait for her to extend her hand first.

Physical contacts: If you don't know the other person, it is best not to touch them.
Bear in mind, though, that if they are the same gender as you, they may touch your arm
or hand when speaking.

Eye contact: People in India maintain less eye contact than other Western cultures.
They keep it minimal, especially between genders and with those in a higher rank than
them.

Gestures: The nodding gesture where the head is moved up and down, and
sometimes diagonally tilted shows approval or understanding.

Punctuality: Indians typically have a relaxed approach towards timekeeping and

punctuality. Adaptability is more important than strictly sticking to a timeframe. In more
relaxed events such as friend gatherings, it is common for people to arrive at events 30
minutes to an hour after the designated time. However, Indians will usually observe

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punctuality in a formal context such as important business meetings, appointments, or
when visiting a doctor.

Negotiations: Negotiations will probably take longer than in other countries. They
progress partly because they are based on building trust.

Verbal communication in India

Indirect communication style: Communication is indirect, and negative feedback is

provided in a subtle, diplomatic way. "Yes" can have different meanings. An Indian may
say 'yes' to indicate that they are listening to the speaker, whilst indicating
disagreeableness or refusing through their body language. You won't hear "no" very
often, as it sounds harsh. Instead, they may say “we'll see”, “yes, but it may be difficult”,
“I'll try”. In India, the polite way to say no is to say, "I'll see what I can do", or something
to that effect, no matter how impossible the task may be. This point should be noted,
especially when you have a direct communication style, it will be easy to miss the subtle
connotations of Indians. Besides, it is necessary to avoid talking too directly and directly
because this can adversely affect the negotiating atmosphere.

Silence: Sometimes people will remain silent rather than provide a direct 'no'

Small talk: It is rather common for Indians to ask straightforward, personal questions
by Western standards, such as asking about salaries, kids, or family plans.

You may find some questions Indians ask to be quite forward or frank by Western
expectations eg 'How much do you earn?'). However, these kinds of questions are
commonplace in India.

Emails: Emails tend to include a lot of formalities and are longer than in other
countries.

Indians attach great importance to power and status (high power distance
culture): Therefore, we should send representatives with commensurate status to
participate in the negotiation and pay attention to the way of address. Indians attach
great importance to power and status (high power distance culture). Therefore, we
should send a representative of equal standing to participate in the negotiation and pay
attention to the way we address it.

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 Respect your partner's culture: Indians have a very diverse and rich culture, so it
is very important to respect and understand their culture. Pay attention to Indian dress,
manners and customs.

Give context: Explain what you need and why, and how individual tasks fit into
overall goals. India is a high-context culture, which means that good communication is
sophisticated and messages are nuanced and layered. Since not everything is clearly
spelled out, context is crucial to ensure effective communication

Invest in building relationships:

Spend time with your teams in India, have frequent team and 1:1 meetings, and build
relationships with them. This will allow you to catch issues early, before they escalate.
Once you build relationships and establish trust, your peeps in India will feel more
comfortable being more direct and speaking their minds without you needing to read
between the lines. Therefore, our company needs to receive their enthusiasm and find
ways to create and maintain good relationships with partners.

Create a comfortable communication space: Creating a comfortable and friendly

communication space will help increase professionalism and reduce stress during the
negotiation process. Try to keep conversations off-topic to convey interest and show a
friendly personality.

Show care and respect for your partner: Always show care and respect for your
partner by listening to and understanding their point of view. Ask and answer questions
honestly and seriously.

Use clear language and avoid unnecessary words: Using clear language and
avoiding unnecessary words is very important in the negotiation process. Use precise
words to convey information effectively and avoid using words that are confusing or
easily misunderstood.

Get to know the partner and the negotiation in advance: Before you start
negotiating, learn more about the partner and the negotiation so you can best prepare.
Learn about the history, culture, politics, economy and other issues relevant to the
partner

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2. Tentative Agenda

After officially meeting to exchange basic information, the two agreed to conduct a
round of negotiations on signing an API business cooperation contract:

 Proposed Agenda for Negotiating Rounds with Indian Partners:

May 7, 2023, morning, at meeting room A204

Greet, introduce and exchange information about the company and products.

Describe the partnership strategy and its benefits.

Discuss the market potential and the economic, political and legal factors affecting
business operations.

May 12, 2023, afternoon, at meeting room D306

Discuss product pricing policy.

Provide specific solutions to the problem of increasing the cost of the product.

Evaluate and discuss production capabilities and quality control.

May 16, 2023, morning, at meeting room H313

Negotiate the terms of the partnership contract, including distribution, promotion,

price, production, and quality.

Review payment methods and resolve financial issues.

Define commitments and timelines.

May 21, 2023, morning, at meeting room A102

Adjust and sign cooperation contracts.

Make deployment plans, deliver goods and share information.

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 Recommend staff training and support activities, if necessary.

 Proposed Agenda for a Negotiation with the Indian Partner:

Time: May 12, 2023, from 14:00 to 18:00.

Venue: Meeting room D306

Programme:

14h-14h15: Welcome and introduce the representatives of the two sides.

14:15-15:15: Dialogue to learn about culture, customs, and things to know when
working with Indian partners.

15:15-15:45: Discuss product and price related issues.

15h45-16h15: Break and tea party.

16h15-17h: Evaluate and discuss production ability and quality control.

17h-17h30: Give specific solutions to the problem of increasing the cost of products.

17h30-18h: Summary and goodbye.

Note: The program is subject to change depending on the actual negotiation situation.

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III. Draft contract

PHARMACEUTICAL SALE CONTRACT

No: May 2022/PSC-01

Date: 2/5/2023

This Contract was made and entered into by and between:

Party A (The Seller)

Company name : Divis Laboratories Ltd.

Tax code : 154647543

Registered Address : Divi Towers, 1-72/23(P)/DIVIS/303, Cyber Hills,

Gachibowli, Hyderabad, Telangana 500032.

Tel : 040-66966300

Fax : 040-66966460

Legal representative : Nilima Prasad Divi. Position : Whole Time Director

Party B (The Buyer)

Company name : NT Limited Liability Company

Tax code : 154647543

Registered Address : 2 Phan Dinh Phung, Hai Chau 1, Hai Chau, Da Nang 550000.

Tel : 023654921

Fax : 59561

Legal representative : Mrs.Phan Thi Huong Tram. Position : Procurement Director.

The two sides discuss and agree on the following contents:

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 ARTICLE 1: DEFINITIONS

The following terms, whether used in the singular or plural, shall have the meaning
assigned to them below for purposes of this Agreement:

1. Acquisition Cost. “Acquisition Cost” shall mean the invoiced price paid by either
Party to any Third Party for acquiring actual Active Pharmaceutical Ingredients,
Excipients or packaging materials hereunder, including, but not limited to, shipping and
handling costs and customs charged and paid by such Party to any Third Party in
connection with the acquisition of Active Pharmaceutical Ingredients, Excipients or
packaging materials, as the case may be.

2. Active Pharmaceutical Ingredients/API. “Active Pharmaceutical Ingredients” or

“API” shall mean the active pharmaceutical ingredients for the Product as set forth on
Exhibit 3 attached hereto, including the specifications and the analytical methodology
related thereto, as such specifications may be agreed from time to time by mutual of the
Parties.

3. Affiliate. “Affiliate” shall mean any or non-corporate entity which corporation

directly or controls, is controlled by, or is under common control with a Party. A
corporation-corporate entity shall be regarded as in control of another corporation it
owns or directly or non-controls at least fifty percent (50%) of the voting stock of the
other corporation; or (a) in the absence of the ownership of at least fifty percent (50%)
of the voting stock of a corporation or (b) in the case of a non-corporate entity, the power
to direct or cause the direction of the management and policies of such corporation or
non-corporate entity, as applicable.

4. Agreement. “Agreement” shall mean this Supply Agreement.

5. The Buyer Intellectual Property. “The Buyer Intellectual Property” shall mean
any inventions, discoveries, patents, patent applications, technology, know-how,
trademarks, information, data, writings, and other property, in any form whatsoever,
which are provided to The Seller by and/ or on behalf of The Buyer, or which are used
by The Seller with respect to its performance hereunder, and which were owned by
and/or licensed to The Buyer prior to being provided to The Seller.
21
 6. The Buyer's Regulatory Documentation. “The Buyer's Regulatory
Documentation” shall mean documentation which The Buyer has filed with regulatory
authorities relating to the formulation of the Product, and any supplements to such
documentation as may be filed during the term hereof, including the NDA .

7. CGMP. “CGMP” means those practices in the manufacture of pharmaceutical

products that are recognized as the current good manufacturing practices by the FDA in
accordance with FDA regulations, guidelines, other administrative interpretations, and
rulings in connection therewith, all as they may be prepared from time to time.

8. Commercial Products. “Commercial Product” shall mean Product supplied

hereunder intended for commercial sale and/or human use.

9. Contract Year: “Contract Year” shall mean the period of twelve (12) successive
calendar months commencing on January 1, 2023 and each successive twelve (12)
month period thereafter.

10. Delivery Date. “Delivery Date” shall mean a date for which delivery of Product
is stated in a purchase order.

11. Developments. “Developments” means any and all inventions, discoveries,

know-how, information, data, writings, and other intellectual property, in any form, both
intangible and intangible, developed by THE SELLER or by The Buyer, or both, in the
course of performance under this Agreement.

12. Development Product. “Development Product” shall mean Product not intended
for commercial sale.

13. The Seller Intellectual Property. “The Seller Intellectual Property” shall mean
any inventions, discoveries, patents, patent applications technology, know-how,
trademarks, information, data, writings, and other property in any form which are
provided to The Buyer by and/or on behalf of of The Seller or which are used by The
Buyer with respect to its performance hereunder, and which were owned by or licensed
to The Seller prior to being provided to The Buyer.

14. Effective Date. “Effective Date” shall mean the date appearing at the beginning
of this Agreement.

22
 15. Excipients. “Excipients” shall mean the raw materials, other than Active
Pharmaceutical Ingredients and packaging, required to manufacture the Product in
accordance with the Product Specifications, as such Excipients are listed on Exhibit 3
attached hereto, including the specifications and the analytical methodology related
thereto, as such specifications may be prepared from time to time by mutual agreement
of the Parties.

16. FD&C Act. “FD&C Act” shall mean the United States Federal Food, Drug and
Cosmetic Act, as amended.

17. FDA. “FDA” shall mean the United States Food and Drug Administration, or any
successor entity.

18. Firm Purchase Commitment. “Firm Purchase Commitment” shall mean the
obligation of The Seller to supply and of The Buyer to purchase, the quantities
forecasted by The Buyer in accordance with Section 6.3 hereinafter.

19. First Commercial Sale. “First Commercial Sale” shall mean the first commercial
sale of the Commercial Product by The Buyer or its Affiliates in the Territory following
Product Approval.

20. Initial Term. “Initial Term” shall have the meaning set forth in Section 11.1
hereof.

21. Maximum Quantities. “Maximum Quantities” shall have the meaning set forth in
Section 6.2.

22. Minimum Quantities. “Minimum Quantities” shall have the meaning set forth in
Section 2.2 hereof.

23. Monthly Forecast. “Monthly Forecast” shall have the meaning set forth in
Section 6.2.

24. NDA. “NDA” shall mean New Drug Application as filed with the FDA.

25. Packaging Specifications. “Packaging Specifications” shall mean the packaging

and labeling specifications for the Product which will be attached hereto as Exhibit 4
and made a part hereof, as such specifications may be prepared from time to time by
mutual agreement of the Parties.
23
 26. Product. “Product” shall mean Capecitabine or Carbidopa as may be mutually
agreed upon by the Parties from time to time.

27. Product Approval. “Product Approval” shall mean final FDA approval of The
Buyer's New Drug Application (“NDA”) or other Regulatory Documentation.

28. Product Price. “Product Price” shall mean the Commercial Product price set forth
in Exhibit 1 attached hereto and made a part hereof, as such price may be prepared from
time to time in accordance with this Agreement.

29. Product Specifications. “Product Specifications” shall mean the specifications

for the Product which will be attached hereto as Exhibit 5 and made a part hereof, as
determined in accordance with the analytical methodology agreed upon by the Parties,
as such specifications may be prepared from time to time by mutual agreement of the
Parties, including without such limitation to obtain amendments as may be required to
Product Approval.

30. Quality Agreement. “Quality Agreement” shall mean the Quality Agreement, as
further defined in Section 5.6, which shall be significantly in the form of Exhibit 6
hereto.

31. Specifications. “Specifications” shall mean the Product Specifications and the
Packaging Specifications.

32. Territory. “Territory” shall mean India, and its territories and possessions and
Vietnam.

33. Third Party. “Third Party” shall mean any Party other than The Buyer, The Seller
and their respective Affiliates.

34. Units. “Unit” shall mean a kilogram of Product or such other size as may be
mutually agreed upon by the Parties from time to time.

35. Validation Activities. “Validation Activities” shall mean those activities to be

performed by The Seller prior to the First Commercial Sale including, but not limited
to, process qualification of content uniformity, analytical testing, preparation of
validation technical reports, cleaning validation, manufacturing and testing of
Validation Lots.
24
 36. Validation Lots. “Validation Lots” for a dosage form shall mean shall mean the
initial number of Lots, which shall be at least three (3) Lots or such additional.

ARTICLE 2: CONTRACT SCOPE

Responsibilities of each party

1. Forecast production and orders. During each Contract Year during the term of
this Agreement, Seller agrees to manufacture and sell to Buyer, and Buyer agrees to
purchase from Seller, on a non-exclusive basis, Commercial Products for sale and /or
distributed in the Territory, in accordance with the terms and conditions of this
Agreement, including the Addendums hereto.

2. Minimum number of contracts. Seller will be obligated to provide, and Buyer

will be obligated to purchase, (i) the company's Purchase Commitment as set forth in
Section 6.3 and, to the extent not included in the company's Purchase Commitment, (ii)
Commit to purchase the following minimum quantities of products under the terms of
this Agreement, within 5 years:

Table 2: Minimum quantities of products

N. Product name Unit Minimum quantity

1 Capecitabine kilogram 50

2 Carbidopas kilogram 75

3 Levetiracetam kilogram 100

4 Naproxen kilogram 100

5 Nabumetone kilogram 100

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 In the event that the Purchase Commitment is definitely not purchased by the Buyer,
the Buyer will pay the Seller's Product Price per Unit for the shortage quantity.

The Seller is obliged to provide all necessary instructions for the preservation and use
of the goods in accordance with the provisions of this Contract to the Buyer.

 Manufacturer: Divi's Laboratories Limited.

 Supplier: Divi's Laboratories Limited

 Origin: Made in India

 Packing: The seller must deliver the goods and documents as agreed in the
contract on quantity, quality, way of packing, preserving and other provisions in the
contract.

In the absence of an agreement, the seller undertakes to pack the goods safely and
properly in accordance with the standards and regulations of the pharmaceutical
industry, including the use of appropriate packaging materials and the ensure food
safety.

ARTICLE 3: FORECASTS; ORDERS

1. Long-term forecast. Within thirty (30) days after the Effective Date, Buyer shall
provide Seller with a non-binding five (5) year forecast of The Buyer's unit requirements
for the Products for each Contract Year within Initial deadline. Such long-term forecasts
will then be updated every six (6) months (from June 1 and December 1) during the
Term of this Agreement. If Seller is unable to meet any part of the forecast, Seller will
notify Buyer and the Parties will agree on any modifications to the forecast.

2. Monthly forecast. Within thirty (30) days of the Effective Date, Buyer shall
provide Seller with a written estimate of the monthly requirements for Products for each
of the following twenty-four (24) months (“Monthly Forecast”). The monthly forecast
will be updated monthly on the third (Tuesday) of the month. Thereafter, upon receipt
of the Monthly Forecast, Seller will respond within five (5) days if any additional
quantities are included in the forecast for any previously forecasted month. If the Seller
is unable to accept the additional quantity, the additional quantity will be removed from
26
the Monthly Forecast. If Buyer disagrees with Seller's modifications, it will respond in
writing to Seller within five (5) calendar days; and the Parties shall negotiate in good
faith to resolve any quantity-related issues. If Seller does not receive a response within
five (5) calendar days, such quantity will be deemed approved and accepted by Buyer.

3. Guaranteed purchase. A forecast of the most current three (3) month period will
always constitute a firm commitment to purchase (“Specific Purchase Commitment”),
which will detail the quantity of Products ordered and the required delivery date, and
shall be binding on the Parties regarding the Products to be purchased. Forecasts for the
remaining eighteen (18) months of the Monthly Forecast are for planning purposes only
and will not constitute a commitment to purchase or provide Products. In the event the
End Buyer fails to purchase the Firm Purchase Commitment as provided herein or the
Minimum Contract Quantity as provided in Section 2.2, the Buyer is obligated to pay
the Seller the Product Price per Unit for any missing quantity.

ARTICLE 4: PRICE; INCREASE PRICES; ADDITIONAL PAYMENTS

1. Price. For all Products subject to an order submitted by Seller prior to or during
the First Contract Year, Buyer shall pay the Product Price as set forth in the following
table, subject to such adjustment as specified in the following table. specified in Section
8.2 of this document.

Table 3: Price of Divi’s API

N. Product name Unit price

1 Capecitabine 640.02

2 Carbidopas 219.85

3 Levetiracetam 91.85

4 Naproxen 32.25

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 5 Nabumetone 22.47

2. Price increase.

2.1. Increase every year. The Product Price may be increased by the Seller for
each Contract Year after the first Contract Year by (i) a percentage equal to
the percentage increase in the Producer Price Index (Pharmaceutical
Preparations, PCU directed by the Seller). Germany 2834 #1, hereinafter
referred to as “PPI”), published by the United States Department of Labor,
Bureau of Labor Statistics, or next comparable index, over a twelve (12) perio)
month ending with the most recent month for which monthly statistics are
published as of the first day of the new contract year. These Section 8.2
Product Price changes will become effective January 1 of each new Contract
Year for all Scheduled Delivery Dates for that year.
2.2. Increased handling costs. The Price of the Products may also be increased
by the Seller upon written notice to the Buyer after the commencement of
production, regarding the cost increase for extended processing times,
Specifications are corrected. change or other process requirements beyond the
initial assumptions and parameters. The Parties shall negotiate in good faith to
reach an agreement on a pricing of the Products that fairly reflects such
increased costs.
2.3. Comply with foreign regulatory authorities. Additional payments or price
increases may also be required to comply with regulatory requirements, fees
and other costs incurred by Seller in order to import Products into a foreign
country, pursuant to Section 7.5.

3. Tax. Price of Products mentioned above does not include sales, use, consumption
or excise taxes of any taxing authority. Such tax amount, if any, will be added to the
Product Price in effect at the time of delivery and will be reflected in the invoices sent
by Seller to Buyer pursuant to this Agreement. Buyer shall pay such tax amount to Seller
in accordance with the payment provisions of this Agreement.

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 ARTICLE 5: BUYING PRODUCTS; DELIVERY

1. The order. Except where the Parties may otherwise agree with respect to a
particular shipment, the Products shall be ordered by Buyer on a written order, which
shall be delivered to Seller not less than ninety (90) days before the Delivery Date
specified in such orders. Upon receipt of each Seller's order hereunder, Seller will supply
the Product in such quantity (with any deviations permitted below) and will use its best
efforts to deliver such Product to Buyer no later than seven (7) days from the date of
Delivery date specified in that order. Once received by Seller, orders are solid and cannot
be canceled or modified without Seller's prior written consent, which will not be
unreasonably withdrawn.

2. Purchase quantity. All Products will be ordered according to Lot sizes or their
multiples. Each order will specify the number of Product Units to be ordered. The actual
quantity shipped under a given order may differ from the quantity reflected in that order
by up to 5 percent (5%) and still be considered to comply with that order.

3. Terms of delivery. Delivery terms for the Product shall be FOB to Seller's
Greenville, North Carolina Factory. Title and risk of loss and/or damage to the Products
will pass to Buyer upon delivery of the Products to Seller's Greenville, North Carolina
plant carrier. All Products will be adequately prepared by Seller for safe and legal
shipping; shall be transported to the Buyer's distribution center or another location
designated by the Buyer, through a joint carrier agreed upon by the Parties; and must be
accompanied by appropriate means of transport and other agreed documents . No
Products of any Third Party shall be shipped with the Products. Shipping costs actually
prepaid by the Seller will be billed by the Seller to the Buyer monthly on separate
invoices.

4. Import and Export Issues. Buyer will prepare, obtain and maintain all necessary
import and export registrations relating to Active Pharmaceutical Ingredients. Buyer
represents and warrants that they will comply with all applicable import and export laws
and regulations.

 Port of Loading: ICD Sanathnagar

 Destination Port: Tien Sa Port, Da Nang

29
  Delivery time: within 30 days from the date the seller receives the L/C.

 Partial Delivery: Allowed

 Multiple delivery: allowed

 Trans-shipment: Not allowed

 Notice before delivery: Within (days) before the date of departure of the ship
from the port of loading as expected, the Seller must notify the buyer by Fax with the
following contents: Contract number, L/C number, name of goods, quantity of goods,
value of goods, estimated time of ship leaving port.

 Communication/Notice between two parties during delivery:

 The Seller shall send the Buyer the Booking Note within 07 days prior to ETD
date

 The Buyer shall give S/I (Shipping Instruction) to the Seller within 02 days at
least before ETD date.

 Within 02 days after B/L date, the Seller shall inform the Buyer details of
shipment.

 Within 07 working days after Notice of Arrival date, the Buyer shall give all
their ideas or complaints to the Seller in writing, otherwise, any claim from
Buyer on quality or quantity is out of validity.

 Delivery notice: Within ( ) working days from the date of departure of the ship
from the port (understood as the date of issuance of the bill of lading), the Seller must
notify the Buyer by Fax with the following contents: Contract number, L number /C,
name of goods, quantity, number of packages, weight and size of each package. Total
weight, invoice value, Vessel name, ship engine and nationality, bill of lading number,
estimated time of ship to destination.

5. Terms of Delivery. Delivery terms shall be CIF Tien Sa port, Da Nang , at which
time risk of loss and responsibility for Product will transfer to NT company limited. CIF
has the meaning assigned to it in the ICC Incoterms, 2020. The seller delivers the goods
on board the ship, which is booked by the seller and arranged so that the goods are safely

30
on board at the named port of delivery in the seller's country. The seller transfers risk to
the buyer when the goods are placed on board the vessel. The seller bears all costs from
the time the goods are released from the warehouse until the goods are delivered to the
buyer's port. These costs include trucking, paying export tax (if any), customs clearance
for export, bearing the cost of loading the goods on board. The seller hires international
transport (ships) and is responsible for the costs until it arrives at the port of import.
More importantly, the seller buys insurance for the shipment to protect the interests of
the buyer.

ARTICLE 6: PAYMENT METHODS

The specific payment methods are as follows:

1. Deposit payment

After the Seller has completed the production of the Lots prior to the time of delivery,
the Buyer shall pay the Seller 30% of the Product Price for such Lots. The remainder of
the Shipment Invoice will be paid to Seller upon delivery of the completed Product to
Buyer.

The entire remaining contract value is payable by an irrevocable letter of credit to the
seller.

The L/C includes the total value of the contract opened within 7 days from the date
the Buyer receives the Performance Guarantee specified in Article 10 of this contract.
L/C is effective and expires up to 30 days from the date of issue.

L/C informed by bank

Present documents within 21 days from the date of issue of bill of lading.

2. All payments will be made under the presentation of the following documents

3/3 original perfect bill of lading, lined up, prepared by order of the Open Bank,
stating “freight prepaid”,

Commercial invoice: 3 originals

Packing slip: 3 originals

31
 Certificate of quality and quantity issued by the Manufacturer: 3 originals

Certificate of Origin issued by the Chamber of Commerce and Industry in the country
of India Certificate of insurance (all risks) equal to the contract value as specified in
article 7 of this contract.

3. Accept a set of non-payment documents including a copy of the charter party sent
via DHL to the Buyer within 7 days from the date of issue of the bill of lading to the
address 2 Phan Dinh Phung, Hai Chau 1, Hai Chau, Da Nang 550000. All costs arising
from the delivery of incorrect, incomplete or delayed documents of the Seller shall be
borne by the Seller.

4. The buyer will not pay for the goods when the goods are lost or damaged in the
event of the seller's fault. The buyer pays 50% of the contract value when the goods are
lost or damaged due to transportation or external and objective factors.

ARTICLE 6: TRAFFIC RENTAL

The seller commits that signing a charter contract with reputable ship owners in the
market, for seagoing ships qualified for international sea voyages, the age of the ship
must not exceed.... In the charter contract, the freight is clearly stated. Fees paid in
advance, the ship owner (carrier) is responsible for the goods from the time the goods
are loaded over the ship's rail.

ARTICLE 7: US INSURANCE

The cargo must be insured by an insurance company duly established and capable of
covering all risks to the cargo.

1. Insured Perils: Any risk of material loss or damage caused by external factors
and including risks of violent war, riots and civil riots (for countries at risk wars, riots,
high riots need to claim these types of insurance).

2. Coverage Period: During the entire transportation of the goods from the seller's
premises to the buyer's premises.

3. Conditions of coverage will be subject to: Class A conditions of coverage.

32
 4. Beneficiaries of the Insurance: Phan Thi Huong Tram; When the risk of claims
is paid in Vietnam.

ARTICLE 8: INSPECTION OF GOODS

Seller shall prepare equipment qualification and manufacturing validation

procedures, and shall perform equipment and utility evaluations and validate
manufacturing, packaging and cleaning procedures in accordance with applicable
standards. that process.

1. In the event that any Product is delivered by THE SELLER to The Buyer's
designated carrier, The Buyer will, upon inspection, reject such Product by giving THE
SELLER written notice within thirty (30) days after The Buyer receives such Product
and all relevant quality assurance documents, including but not limited to certificate of
analysis.

2. For any claim regarding containers or container closure systems for Products
packaged by THE SELLER, The Buyer will provide such packaging to THE SELLER
for analysis.

3. Any notice given below shall set forth the manner in which the Product fails to
meet such warranty or Specification. If it is determined by agreement of the Parties (or
in the absence of agreement of the Parties, by an independent laboratory or consultant
acceptable to both parties and the fee shall be borne by the non-preferred Party) .
payment position), the non-conformity is caused by damage to the Product caused by
The Buyer or its agents, then THE SELLER will not be liable to The Buyer for such
product. If the non-conformity is caused by THE SELLER's breach of this Agreement,
negligence or willful misconduct, THE SELLER will credit The Buyer's account for the
price invoiced for the Product not that fits.

4. Therefore, if previous payment has been made by The Buyer, THE SELLER will,
at the Barrier's option, (x) apply that credit to future orders; (y) offset such amount
against another amount then due THE SELLER below; or (z) replace the nonconforming
Product with a suitable Product at no additional cost to The Buyer.

33
 5. The claims arriving therefore will be seen to be followed by the buyer if not
histored within six (6) months after the day of the complaints creation of the claim, n
error the existence of the product that cannot reasonly be discovered. the buyer will be
disclosed with the buyer under this finded error within three (3) months after finding the
error, but in no other case (3) expiry of that product.

6. Handling Nonconforming Product. In any event where The Buyer intends to

bring a claim against THE SELLER for damaged or nonconforming Products, The
Buyer will not dispose of such Products without written permission and THE SELLER's
instructions on disposing of the Product or returning the Product to THE SELLER.

7. Hold/Reject the product. THE SELLER will notify The Buyer pursuant to the
Quality Agreement of the withholding and/or rejection of Products that may affect the
manufacturing process and may require approval of The Buyer prior to settlement.

8. The seller must inspect the goods before delivery (1st Inspection). All costs are
borne by the Seller.

9. The second inspection is borne by the buyer, the inspection cost is borne by the
buyer.

10. The difference between the first test result and the second test result, the second
test result is decisive. In case there is a difference in quantity or quality (parts details),
the Buyer has the right to claim from the Seller:

Reference standard. The required reference standards for the API and key Product
components available in the United States Pharmacopeia will be provided by Seller.

ARTICLE 9: WARRANTY

1. The warranty period for the Supplies is 1 week from the date of signing the bill
of lading or …operating hours whichever comes first.

2. During the warranty period, the Seller shall provide free of charge for any
omissions or failures of the Work which are caused by the negligence of the Seller or by
natural wear and tear.

34
 3. During the warranty period, the Buyer must notify the Seller of any damage in
writing. The seller, immediately upon receipt of this sale, must perform an inspection
and provide the corresponding quantity. Estimates of additional time must be
communicated to Buyer. All costs related to the warranty will be borne by the seller.

4. The Seller warrants that all additional products during the warranty period are
also covered by the warranty period of the new product from the date of implementation
of the warranty.

5. Seller shall not be liable for any damage caused by Buyer's fault or improper use.

Warranty by Seller. Seller warrants to Buyer that the Products, at the time of sale and
shipment by Seller to Buyer,

(a) will comply with the Specifications in effect at that time;

(b) shall be manufactured in compliance with all applicable laws and regulations and
in accordance with the CGMP;

(c) will not be (i) adulterated or misbranded by Seller as defined by the FD&C Act,
or (ii) an item may not enter interstate commerce as required by Section 404 or 505 of
the FD&C Act; and

(d) If Buyer elects to conduct its own shipment assessment, the remaining shelf life
will be proportionally reduced for the period required by Buyer for such an assessment.

6. Seller's Disclaimer. Seller expressly disclaims (a) any warranties that the
Products (i) will be marketable, (ii) will be fit for any particular purpose; (b) any other
warranties in respect of the Products, express or implied, except as expressly set forth
in this Agreement; and (c) any warranties with respect to the formulation, ingredients,
use or distribution of the Products or with respect to the marketing and/or sale of the
Products to third parties.

7. Warranty by Buyer. Buyer represents and warrants to Seller that

(a) use, distribution, marketing and/or sale of the Products will comply with
applicable legal and regulatory requirements, and such Buyer shall maintain all related
obligations;

35
 (b) Buyer will comply with applicable law and Buyer will fully notify Seller of any
developments that may affect Seller's production of the Products below;

(c) that in the event Buyer ships the Products outside of India, Buyer will fully comply
with all applicable Indian government export control and control laws and regulations.
export of any Products purchased from Seller;

8. Specifications Change.

In the event the Seller changes the Specifications, the Seller shall promptly notify the
Buyer in writing of such changes and in the event such changes directly affect the Party's
schedule or costs. Seller, Seller will promptly notify The Buyer of any schedule and/or
price adjustments resulting from such changes. Prior to making such changes, the Parties
agree to negotiate in good faith in an attempt to reach agreement on a new price for any
Product that embodies such changes and any other modification to with this Agreement
may be required by such changes (ie , adjustment of delivery times for orders).

The Seller will not make any changes to the Specifications without The Buyer's prior
written consent.

9. Quality agreement.

The Quality Agreement is attached herein as Appendix 6 (“ Quality Agreement”)

which further details the Parties' quality assurance obligations and responsibilities with
respect to the Products. Notwithstanding anything to the contrary in this Agreement or
in any other document or agreement, in the event of a conflict between this Agreement
and the Quality Agreement, this Supply Agreement shall govern and control.

ARTICLE 10: CONTRACT PERFORMANCE GUARANTEE

1. Within 7 days after signing the contract, the Seller must open a contract
performance guarantee with a value of 10% of the total contract value (i.e........... ) stated
in clause 3.

2. The contract performance guarantee is valid until 30 days after the expiry date of
the warranty period and will be returned to the seller after the expiration of the warranty
period.
36
 3. The Guarantee shall be issued by a Bank accepted by the buyer by means of an
irrevocable and unconditional guarantee in a form accepted by the buyer.

4. All costs incurred when opening the guarantee are borne by the Seller and the
Seller must compensate and ensure the indemnification of the Buyer from these costs.

ARTICLE 11: TERMINATION OF CONTRACT

1. Terms. Unless terminated earlier under the terms of this agreement, the term of
this Agreement shall commence on the Effective Date and shall continue in effect until
December 31, 2027

2. Termination by General Agreement. This Agreement may be terminated at any

time by mutual written agreement between the Parties.

3. Default termination. This Agreement may be terminated by either Party in the

event of a material breach or failure of the other Party to comply with the terms and
conditions of this Agreement;

The contract will be considered as a fundamental breach if:

 Strict compliance with these contractual obligations (which were not fulfilled) is
at the core of the contract; or

 Failure to perform substantially deprives the aggrieved party of what it could

reasonably expect from this contract.

 Cases that are considered as fundamental violations of the contract : delay in

delivery, non-conforming goods, under-delivery of goods.

Provided, however, that the other Party must first notify the breaching Party in writing
of the proposed termination or cancellation of this Agreement, outlining the grounds for
doing so. Upon receipt of such notice, the breaching Party shall have thirty (30) days to
respond by addressing the breach; but in no event shall the time limit for redress of such
breach not exceed thirty (30) additional days.

If the breaching Party fails to respond or fails to work and remedy the breach within
the above-mentioned additional time, the other Party may suspend the Agreement
37
indefinitely or terminate the Agreement. Termination of this Agreement pursuant to this
Section 11.3 shall not affect any other rights or remedies that may be available to the
non-infringing Party.

A cancellation statement is effective only if it is communicated to the other party.

4. Bankrupt; default. Either Party may terminate this Agreement upon the
occurrence of one of the following cases:

The introduction of a decree or relief order by a court of competent jurisdiction

against the other Party in an involuntary case under the Bankruptcy Code, as hereinafter
constituted or amended, or under any other status other applicable federal or state
insolvency or other similar law and the effect of any such decree or order not suspended
and in effect for a period of sixty (60) consecutive days; or

The other Party's filing of a claim for relief under the Bankruptcy Code,, now
incorporated or hereafter as amended, or any other applicable insolvency of other similar
law.

ARTICLE 12: LEGAL RESPONSIBILITIES / PENALTIES FOR SLOW

DELIVERY

1. If the Seller fails to deliver the Goods within the stipulated time, the Buyer may
declare cancellation of the contract in accordance with Article 11 of this contract.

2. If the Seller delays delivery as specified in the contract, the Buyer is entitled to a
fine equivalent to 2% of the price of these goods for each day of delay from the agreed
delivery date or the last day of delivery. of the agreed delivery period specified in Article
2 of this contract, provided that the Buyer must notify the Seller of this delay.

3. If Buyer gives such notice to Seller within 7 days of the agreed delivery date or
the last day of the agreed delivery period, the damages payable shall be calculated from
the agreed delivery date or the last day of the contract. end of the agreed delivery term.
If the Buyer gives such notice to the Seller more than 7 days after the agreed delivery
date or the last day of the agreed delivery period, damages shall be calculated from the
date of notice. The compensation for late delivery must not exceed 10% of the price of
38
the delayed delivery. Compensation for late delivery does not preclude the cancellation
of this contract pursuant to Article 11. If any sum is determined to be payable to the
Buyer as a liability or penalty for late delivery, the amount This will be paid separately,
not in conjunction with other payments to the Seller under this contract.

ARTICLE 13: FORCE MAJEURE

A Party shall not be considered to be in default or breach of this Agreement, and shall
be excused from performance or liability for damages to the other Party, if and to the
extent it shall be delayed in or prevented from performing or carrying out any of the
provisions of this Agreement, arising out of or from any act, omission, or context by or
in consequence of any act of God, labor disturbance, sabotage, failure of contractors or
suppliers of materials, act of the public enemy, war, invasion , insurrection, riot, fire,
storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery
or equipment or any other cause or causes beyond such Party's reasonable control,
including any curtailment, order, regulation, or restriction imposed by government,
military or lawfully established government, or by making of civil authorities
necessitated by an emergency circumstances not limited to those listed above upon the
property or equipment of the Party or property or equipment of others which is deemed
under the Operational Control of the Party.

A Force Majeure event does not include an act of negligence or Intentional

Wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable
diligence to remove the condition that prevents performance and shall not be entitled to
suspend performance of its obligations in any greater scope or for any longer duration
than is required by the Force Majeure event. Each Party shall use its best efforts to
mitigate the effects of such Force Majeure event, remedy its inability to perform, and
resume full performance of its obligations hereunder. A Party suffering a Force Majeure
event (“Affected Party”) shall notify the other Party (“Non-Affected Party”) in writing
(“Notice of Force Majeure Event”) as soon as reasonably practicable specifying the
cause of the event, the scope of commitments under the Agreement affected by the event,
and a good faith estimate of the time required to restore full performance. Except for
those commitments identified in the Notice of Force Majeure Event, the Affected Party
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shall not be relieved of its responsibility to fully perform as to all other commitments in
the Agreement. If the Force Majeure event continues for a period of more than 90 days
from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be
entitled, at its sole discretion, to terminate the Agreement.

ARTICLE 14: MODIFICATION OF CONTRACT

Any amendment or supplement to the contract will only be valid if it is signed by

authorized representatives of both parties. This amendment and supplement will be an
integral part of the contract. English will be used in all transactions and communications
between the two parties.

ARTICLE 15: ECONOMIC ARBITRATION

Any differences or disputes arising from this contract or its written agreements
relating to the performance of the contract shall be resolved by amicable efforts between
the parties.

Any dispute or difference related to the contract which cannot be resolved on the
basis of mediation shall be resolved at the International Arbitration Center in Vietnam
(hereinafter referred to as the law) with three arbitrators appointed according to the
provisions of the Law.

The place of arbitration at Vietnam's International Arbitration Center is located at the

Vietnam Water Industry and Commerce Office. Vietnam's procedural law will apply in
case the Arbitration Law does not mention it.

Any dispute shall be resolved in accordance with the terms of the contract and other
agreements relating to the performance of the contract, otherwise the laws of Vietnam
shall apply without reference to other laws.

The arbitrator's award shall be in writing, final and binding on both parties.

Arbitration costs and/or other costs shall be borne by the losing party.

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 ARTICLE 16: CONTRACT GOVERNING LAW

If the seller does not agree with the law of the Socialist Republic of Vietnam, or if
this law is not sufficient to resolve the issue in the contract, the dispute shall be resolved
in accordance with the provisions of other laws or through other dispute resolution
methods such as economic arbitration.

ARTICLE 17: NO TRANSFER

The Seller is not allowed to assign part or all of the contract directly or indirectly
without the prior written consent of the Buyer. In the event of mutual consent, each
point, or points, of the contract will be legally transferred, the remainder remaining
unchanged.

ARTICLE 18: LANGUAGE AND MEASUREMENT SYSTEM

1. All transactions and communications between the two parties including notices,
requests, agreements, offers or offers will be made in English. All drawings, technical
descriptions, reports or other documents shall be prepared in English. The contract is
made in both English and the two copies have the same legal validity.

2. Dates are calendar days, unless otherwise stated.

ARTICLE 19: ENTIRE CONTRACT

The contract between the two parties includes the terms stated in this contract and the
following attached appendices:

- Appendix ....

The terms and conditions and all attachments form a set of contracts between the
Buyer and the Seller.

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REPRESENTATIVE OF THE BUYER THE REPRESENTATIVE OF SELLER

42
 REFERENCE
[1] T. Talks, "Working With Indian Teams? Practical Guide To Communication In India," [Online]. Available:
https://blog.talaera.com/communication-india.
[2] M. Stetson-Rodriguez, "Negotiations and business strategies with India," [Online]. Available:
https://ventureoutsource.com/contract-manufacturing/outsourcing-offshoring/india-
manufacturing/negotiations-and-business-strategies-with-india.
[3] crossculture2go, "Negotiations In India," [Online]. Available: https://crossculture2go.com/negotiations-in-
india/.
[4] wp-content, "Contracting for pharmaceuticals and services," [Online]. Available: https://msh.org/wp-
content/uploads/2013/04/mds3-ch39-contracting-mar2012.pdf.
[5] D. &. Barrier, "PHARMACEUTICAL PRODUCT SUPPLY AGREEMENT," [Online]. Available:
https://www.sec.gov/Archives/edgar/data/1173657/000119312507052320/dex1032.htm.
[6] DAZPRO, "MẪU HỢP ĐỒNG XUẤT NHẬP KHẨU HÀNG HÓA QUỐC TẾ," [Online]. Available:
http://www.docluat.vn/bieu-mau/mau-hop-dhong-cho-xuat-nhap-khau-hang-hoa-quoc-te.

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