DISTRIBUTORSHIP AGREEMENT

This Agreement is made on this date of 03/04/2023

BETWEEN

Orley Laboratories Pvt Ltd having its Registered office at 1817, GIDC, Phase III, Vatva, Ahmedabad-
382445, India (hereinafter referred to as “"the Principal" or The Company”, which expression shall
where the context so admits, include its successors -in - title and assigns) of the one part.
AND

Al-Khadher Pharma For Trading, having the address of place no. 138, block,22, Al-Mansoora, Aden
Yemen, Tel No.+967 733332526, represented by Dr. Ahmed Mohammed Abdullah Al-Khadher;
herein after referred as "The Distributor”, which expression shall where the context so admits,
include its successors-in-title and assigns of the other part.
WHEREAS:
The Company engages, in the manufacture, trade and export of Finished Pharmaceutical Products
which for the purpose of this Agreement, shall be described all Pharmaceutical products in finished
form for human and veterinary use manufactured and/or supplied by the Company, starting with
those listed in Annexure "A" attached hereto and hereinafter referred to as the "products",

The Distributor is capable and wishes to import, promote and distribute’ the products in the
Territory referred in this agreement.

WHEREBY IT IS AGREED as follows:

1. Appointment and scope of the Agreement:

The company being desirous of having a Distributor to co-ordinate the importation, sale and
distribution of the products manufactured by them, after discussion with the Distributor decided to
appoint them as its Exclusive Distributor to have authority for registration, importation, marketing,
promotion, sale and distribution of its products in
the following country (hereinafter referred to as "Territory"):

Territory: Yemen
The Company hereby appoints the Distributor (on an exclusive basis) to import, sell and distribute its
products and represent it in any tender activity in the Territory. The products which will be
commercialized in the territory shall be pharmaceutical products. The distributor shall be provided
only with newly registered products from the Company.

The Distributor shall not incur any liability on behalf of the Company or in any other way
pledge or purport to pledge the Company's credit, or accept any order to make any
contract binding upon the Company without obtaining prior permission in writing of the
Company.

Term of Agreement

The commencement date of the Agreement shall be from the date stated on the first
page herein and be effective for a period of Five (5) years. Subsequently the period of
the agreement shall be renewed upon mutual agreement of both the parties 6(six) months prior to
the End date of this Agreement.

Registration and licensing of products

The product Registration, Licenses & Permits shall always be in the name of the
Company and shall always remain the property of the company. The Company shall
provide free of charge all registration dossiers and samples required for registration of
the manufacturing site(s) and products and shall borne all related costs and
expenses. The registration of products in Yemen shall be organized by the Distributor.
The Distributor shall apply for and shall use all reasonable diligence in obtaining
governmental registration and other licenses and permits necessary for importation
into and the promotion, sale and distribution of the products in the Territory.

The official fee for Plant Registration, Plant Audit and supporting expenses, Registration products
and Trademarks registration and all other related regulatory expenses shall be borne by the
Distributor.

Supply of products
The Company shall supply the products in ready packed labeled form suitable for each
product. Such labeling shall contain such information and shall be in such form as
shall be required and approved by the relevant health authorities of the Territory.

The Company shall have the right not to accept any order for valid reasons including but
not limited to production problems or shortages or any other cause which is beyond
the control of the Company.

The Distributor shall sell the products in the same condition as they are received by
them, and shall not alter, remove or in any other way interfere or tamper with any of
the Company's trade or other marks, numbers and any other means of identification of
products.

Orders placed by the Distributor with the Company will be effective only after receipt of
50% advance and rest 50% payment before delivery.

Sales and Stocks

The Distributor shall use its best endeavors and make every effort, in good faith, in
order to achieve good reputation for the products and maximum possible sales of the
products within the Territory, by using the usual means for this trade, including
advertising, soliciting and personally contacting possible customers and channels of distribution.

The distributor commits the company for a minimum business of USD300,000 in the First year with a
growth of 10% every year thereafter. If the target is not achieved, the company reserves the rights
to submit the NOC in Ministry Of Health, Yemen and appoint another distributor for the territory.

The Distributor will provide monthly statements for sales and business developmental activities
undertaken. The Distributor shall send to the Company the
following reports:

Product wise closing stock on the last business day of every month;
Stock & sales statement for the month on the last day of the month;

Monthly statement of business development activities undertaken in that

month, together with expenses incurred for this, to be delivered on the last
day of the month,

Together with such other information in relation to the operation of the Agreement
and the sale of the Products as the Principal may reasonably require.

The Distributor undertakes during the continuance of this Agreement not to

manufacture or sell in or import into the Territory any goods competing with the
products and not to be interested directly or indirectly in any such manufacture
sale or importation.

The Distributor shall leave in position and not cover erase or tamper with any
notices or other marks (including without limitation details of patents or notices
that a trademark design or copyright relating to the products is owned by the
Principal or a third party) which the Principal may place on or affix to the
products.

Prices and method of payment

Order for goods placed by the Distributor as mentioned in Annexure-1 of the

Agreement shall be taken-up for execution against confirmed order received.
The billing rate of supply from Company to the Distributor for the product covered
under this agreement shall be as per Annexure-1 of the Agreement. Subject to
Change in RM/PM/Currency conversation rates.

The Company shall complete the shipment of the goods within Ninety (90) days
from the receipt of 50% Advance in the company’s account.
All expenses pertaining to shipment form the Company’s premises, clearing inspection and the like
at the port of reception of the goods shall be borne by the Distributor.

Quality

The Company bears responsibility for quality of the delivered products till expiry
date in the event that the proper storage/transit conditions will be observed. The
shelf life of the products should not be less than 80% (eighty percent) for expiry
lesser than 18 months from the general shelf life of the products at the time of dispatch of the
products from the Company.

Any quality complaints raised by the Distributor on the company shall be fully
supported with test report from an independent test house. Reasons for quality
complaints will be looked into taking into consideration the Control Samples
being maintained by the Company as referral point. The decision on any quality
problem will be made on the basis of such Control Samples only. A mutually
acceptable autonomous testing laboratory may also be involved for this purpose.
If the problem pertains to a manufacturing fault, then the Company will be held
responsible to either rectify the goods or replace them. The Company will not be
liable for any quality problem arising due to wrong transportation, improper
storage or any other factor over which the Company has no control nor any
responsibility. There shall be no other liability to the Company nor shall the Agent
or any other person have any claim against the Company except as provided in
this paragraph.

In the event, the goods cleared by the quality test on inspections as stipulated
above, the goods shall be finally considered for dispatch to the Agent. Complete
set of clearing documents (Chamberized Invoices, Airway Bill, Packing List,
Batch Analysis Certificates and Certificate of Origin) will accompany each
dispatch.
Force Majeure

Neither party shall be held liable for any failure on his part to observe any clause of
this Agreement or perform any obligation hereunder, if such non-observance or non-
performance is due to reasons beyond the control of such party or is prevented by
force majeure, provided that such party has made every reasonable alternative effort
to perform his obligations. Without prejudice to the generality of this clause, reasons
beyond the control of the parties or force majeure, shall include Acts of God, natural
destruction, epidemics, earthquakes, floods, fire, storms, heavy rains, typhoons, wars,
enemy military actions, legislation, regulations, and actions or missions of
governmental or other authorities, embargoes, military or civil insurgency, riots or civil
commotion, labour disturbances and disputes, strikes, lockouts failure or destruction
of public utilities such as electric current water supply etc, failure or destruction of
carrier, revocation or annulment of manufacturing import or other license for the
products by the manufacturer or any other similar governmental or other prohibition.
However, no payment obligation can be vitiated, delayed or avoided as a result of a
force majeure event.

Termination

9.1 The Company or the Distributor shall have the right to terminate this Agreement
with / without cause with three (3) months notice in writing from either side.

9.2 Without prejudice to any right or remedy the Principal may have against the
Distributor for breach or non-performance of this Agreement the Principal shall
have the right summarily to terminate this Agreement on the occurrence of any of
the following events:

a. If the Distributor commits a breach of the provisions of this Agreement

provided that the Distributor has been notified in writing of the breach and
has not remedied or rectified it within fourteen (14) days of receipt of such

advice;

b. If the Distributor shall have any distress or execution levied upon its goods
or effects;

C. The commencement of the winding up or bankruptcy of the Distributor or

on the appointment of a receiver or administrator of the Distributor’s

assets or on the Distributor ceasing to undertake business at any time for
30 consecutive days (other than for annual holidays); or

d. The Distributor for any reason of whatsoever nature being substantially

prevented from performing or becoming unable to perform its obligations
hereunder.

lnterpretation and Jurisdiction

The text of this Agreement written in English language is the authentic text and any
difficulties, uncertainties or maters of interpretation arising shall be solved solely by
reference to this text.

The Agreement shall be governed by the laws of the India. The place of jurisdiction shall be in
Ahmedabad, Gujarat, India.

Settlement of Disputes

In the events of disputes, differences and/or difficulties between the parties as to the
interpretation and/or execution of this Agreement which cannot be settled amicably
between the parties, the parties shall submit these difficulties and/or disputes to the
Bolivian Chamber of Commerce. The arbitrator(s)’ decisions shall be binding on both
parties hereto. The applicable law will be the International laws of Commerce and
arbitration will take place in Ahmedabad, Gujarat, India and arbitration proceedings will
be conducted in English language. It is expressly agreed that the use of arbitration to
seek resolution of any controversy or claim shall in no way limit either party's right to
seek injunctive or other equitable relief prior to the appointment of an arbitrator.
 Notices

All notices under this Agreement shall be in writing and shall be served by sending the
same by any reliable courier or airmail under Acknowledgement duly addressed to
the party for whom it is meant at its registered office.

All notices, which are required to be give hereunder shall be in writing and shall be sent
to the address of the recipient set out in this Agreement. Any such notice may be
delivered personally or through Email or Post transmission and shall be
deemed to have been served if by personal delivery when delivered by any first
class post 10(ten) days after posting and if by Email or Post transmission when dispatched.

This agreement is being executed in two original counterparts.

IN WITNESS WHEREOF the said parties to this Agreement have hereunto set their
signatures the day and year first above written.