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3I(INTAS)

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AGREEMENT
This agreement for
plasma supply (hereinafter referred to as "reement") entered on this 18th Day Of
August 2017 by and between:
Dr Vasantrao Pawar Medical College, Hospital & Researclh Ceater ( Blood Bank) a
Trusted duly
registered and validly existing under the provisions of the Companies Act, 1956, having its registered office at
Mumbai-Agra National Hwy, Vasantdadanagar, Adgaon, Nashik -422207 Maharashtra .India,
reinafter referred to as "Dr Vasantrao Pawar Medical College, Hospital & Resenrch Center ( Blood
PDWhich expression shall mean and include its successors in business and pernited assigns) of the
FIRST PART.

AND

INTAS PHARMACEUTICALS LTD. a company duly registerod rnd validly cxisting under the provisions
orthe Companies Act, 1956, having its registered office at Corp:ite House, S.G. Highway, Thaltej,
Near' Sola Bridge, Ahmedabad- 380054, Gujarat, ndie,iereinafter referred to as IPL which
CApression shall mean and include its successors in business and per:. itted assigns) of the SEcOND PART.

Page 1 of9
 cANTRAOPAWAR MEDICAL COLLEGE, HOSPITAL &
ANKand IPL are heremajter naividually or collectively referred to as RESEARCH CENTER ( BL0OD
the "Party" or the
"Parties"
WHEREAS

A. IPL is a research based leading health care

company engaged in research, development,
manufacturing. marketing and distribution of pharmaceutical products nationally as well as
internationally.

R DR VASANTRAO PAWAR MEDICAL COLLEGE, HOSPITAL &

RESEARCH CENTER(
BLOOD BANK) is engaged in running and operating a blood bank at
Hwy, Vasantdadanagar, Adgaon, Nashik -422207 Maharashtra Mumbai-Agra
National
.India,. .under the brand
name" DR VASANTRAO PAWAR MEDICAL
COLLEGE, HOSPITAL & RESEARCH
CENTER (BLOOD BANK) ". DR VASANTRAO
PAWAR MEDICAL COLLEGE, HOSPITAL
&RESEARCH CENTER ( BLOOD BANK) runs and operates a blood bank, which
promotes
encourages and conducts programs for donation of blood in the state of Maharashtra and is
also engaged in the enhancement of blood component usage including improvement in
standards of blood banking.

C. DR VASANTRAO PAWAR MEDICAL COLLEGE, HOSPITAL & RESEARCH CENTER (

BLOOD BANK) componentized the human blood and after "roviding plasma to the patients, there is
excess plasma which remains unutilized. DR VASANTR:0 PAWAR MEDICAL COLLEGE.
HOSPITAL & RESEARCH CENTER ( BLOOD BANK) is interested in supplying excess plasma
as and when available with it to suitable plasma fractionatio.. centre/company which is in need of the
same, through proper arrangement.
D. IPL has approached DR VASANTRAO PAWAR ME:»ICAL cOLLEGE, HosPITAL &
RESEARCH CENTER ( BLOOD BANK) to procure non-contaminated and good quality surplus
fresh frozen plasma to which DR VASANTRAO PAWAR MEDICAL COLLEGE, HOSPITAL &
RESEARCH CENTER (BLOOD BANK) has agreed to supply under the terms and conditions
hereinafter appearing below.

1.
Definitions &Interpretation
a) As used in this Agreement, the following terms shall mean aid be interpreted to convey the meanings
ascribed thereto in this Article 1:

i. "Affiliate" shall mean with respect to a Party, any entity or person, that directly or indirectly though
one or more intermediaries, controls, is controlled by or is under common control with such Party.
The term "control" shall mean either the ownership, directly or indirectly, of (i) fifty percent (50%)
or more of the voting stock or equity shares or other ownership interest or with a right to elect the
majority of directors or equivalent governing body of such entity or person or (i) power to direct or
cause the direction of the management, policies or decisions of a entity or person whether through
Ownership of voting securities, control or otherwise.

11 Agreement" shall mean this Agreement and possible rrections or modifications thereater.

executed between the Parties;

11. "Confidential Information" shall have the meaning as defi:. i elause 5.

V. "Effective Date" shall mean the date of this Agreement,

Page 2 ot 9

(NTAS)
CESTIA
VISTON
 wThird Party" shall mean any person or entity other than: () IPL, (i) DR VASANTRAO PAWAR
V MEDICAL cOLLEGE, HOSPITAL & RESEARCH CENTER (BLOOD BANK) and (ii) their
respective Afiliates.

N o provision of this Agreement shall be interpreted adversely against a Party solely because that Party
was responsible for drafting that particular provision.

This Agreement has been drawn up in English. In the event of any discrepancy between the english
text of this Agreement [or any Agreement resulting there from or relating thereto] and any translation
thereof, the English language version shall prevail. The English language version shall also prevail for
interpretation purposes.

d The words "inchude", "included" or "including" are used to indicate that the matters listed are not a
complete enumeration of all listed items. Unless the context requires otherwise, words denoting the
shall include the plural and vice versa. Words denoting one gender shall include another
singularunless
gender, the context requires otherwise.

OBLIGATIONS OF VASANTRAO DR VASANTRAO PAWAR MEDICAL COLLEGE,

2
HOSPITAL & RESEARCH CENTER ( BLOOD BANK): ..

The quality of plasma supplied by DR VASANTRA0 PAWAR MED!CAL COLLEGE,

HOSPITAL & RESEARCH CENTER ( BLOOD BANK) to IPL shall adhere to the criteria
mentioned below and shall be in accordance with the applicable statutory requirements including
Drugs & Cosmetics Act and rules made there under.

Criteria:
HOSPITAL & RESEARCH CENTER
i. DR VASANTRAO PAWAR MEDICAL COLLEGE,
for HIV I & II, HBsAg
(BLOOD BANK) shall be fully responsible for quality testing of plasma
HCV, Syphilis and Malaria. HOSPITAL & RESEARCH CENTER
ii. DR VASANTRAO PAWAR MEDICAL COLLEGE,
which is non-positive of aforesaid
(BLOOD BANK) shall supply only good quality plasma
diseases.
HOSPITAL & RESEARCH CENTER
ii. DR VASANTRAO PAWAR MEDICAL COLLEGE,
in hard and soft copy for all plasma supplied to IPL.
(BLOOD BANK) shall provide test results
HOSPITAL & RESEARCH CENTER
iv. DR VASANTRAO PAWAR MEDICAL COLLEGE,
bags in proper condition and at required
(BLOOD BANK) shall arrange to prOvide the plasma
temperature at blood bank.
COLLEGE, HOSPITAL & RESEARCH CENTER
V. DR VASANTRAO PAWAR MEDICAL
record of donors of all the plasma supplied to IPL for a
(BLOOD BANK shall maintain the
date of donation.
minimum of 5 (five) years from
period
the

HOSPITAL & RESEARCH CENTER

vi. DR VASANTRAO PAWAR MEDICAL COLLEGE,
(BLOO BANK) shall provide tested qualified and packed plasma to IPL
IIOSPITAL & RESEARCH CENTER
a) DR VASANTRAO PAWAR MEDICAL COLLEGF, and
necessary licenses, registrations and
(BLOOD BANK) shall maintain all regulatory approvals licenses and approvals to IPL for
authorizations
etc. the Term and provide copies of such
throughout
verification as and when required by IPL.

3 OBLIGATIONS OF IPL:

EUTICA
Page 3 oft9

CELESTIAL
iVISl0N,
 chall arrange for the pickup of
a) P wCE. HOSPITAL & RESEARCHplasma from DR
CENTER (BLOOD
VASANTRAO PAWAR MEDICAL
gon account of transportation of plasma shall be BANK) Freight and octroi expenses
ais stored and transported to the designated placesolely borne by IPL. IPL shall.ensure that the
Per the requisite guidelines. Once plasma is handed over under the required temperature as laid down
to IPL thereafter, the
transporting it in an appropriate/suitable condition shall solely lie on IPL. responsibility of

b) PL shall give a copy of all

required regulatory approvals and
to DR necessary licenses, registrations and
VASANTRAO PAWAR MEDICAL
authorizations etc.

RESEARCH CENTER ( BLOOD BANK) for verification, as COLLEGE, HOSPITAL &

and when required by DR
VASANTRAO PAWAR MEDICAL COLLEGE, HOSPITAL & RESEARCH CENTER
BLOOD BANK)

4 SUPPLY OF QUALITY PLASMA:

4

a Plasma volume calculation- The volume of plasma in each bag will be calculated
by the
formula- Volume of plasma in bag= (weight of filled plasma bag-weight of empty plasma following
bag)/ 1.023,
(where 1.023 is specific gravity of plasma)

b)Supply of FFP should be within 6 (six) months from the date of collection.

5 FINANCIALS AND PAYMENT TERMS:

a) In lieu of the plasma supplied to PL, the IPL shall pay the notional cost of plasma as follows:

FFP &CPPRs.2200 per liter

b) The mode of payment shall be in the form of "RTGS" or "at par cheque" which shalil be paid within
21 (Twenty one) days from the date of plasma pick-up by IPL.

6 CONFIDENTIALITY:
IPL and DR VASANTRAO PAWAR MEDICAL CO:LEGE, HOSPITAL & RESEARCH
(a) CENTER ( BLOOD BANK) shall maintain utmost secrecy of all IPs, data, particulars methods,
formulas, details, drawings and other confidential proprietary information (Confidential
of the Term.
Information) of other Party during and after the completion
This Confidential Information shall be utilized by the Parties for the purpose of this Agreement only
(b)
communicated to any Third Party without prior written
and same shall not be divulged, disclosed or
PAWAR MEDICAL COLLEGE, HOSPITAL &
permission of IPL or DR VASANTRAO
of such Confidential Information, as
RESEARCH CENTER ( BLOOD BANK) as the proprietors
the case may be.

not be applicable to such information which are:

(c) However, restrictions as to confidentiality sliall

disclosure or therea1or enters the public domain without any

i. In a public domain at the time of
to this Agreement.
breach on the part of any of the Parties

in possession of such information.

receiving Party is already
a
ii. The

Page 4 of9

CELESTIAL
IVISICN,
de
 iii. Ts
independently developed by
receiving Party without
Information disclosed by the disclosing Party.
use or reference to the Confidential
Is disclosed to a Party by Third
iv. Party who
obligation towards the other Party
to the best of such
Party's knowledge is without any

N. Is required to be disclosed under the

applicable laws or under statutory
receiving Party provides the disclosing
Party with reasonable priorrequirements,
the provided
disclosure and makes a reasonable effort to obtain, or to assist the
written notice of such
other Party in obtaining, a protective order disclosing Party to enable the
it is not possible to prevent or limit such preventing or limiting the disclosure. In the event that
disclosure or the disclosure is not
reason whatsoever, the receiving
Party agrees to disclose only that portion ofprevented for any
Information is
that legally and validly required to be disclosed the Confidential

77 TERM& TERMINATION:

This Agreement shall be valid for 3 (three)

years from date of signing by the Parties. This
may be further extended for such term and
on such terms and
Agreement
conditions as may be mutually agreed
upon by the Parties. Any Party to this Agreement may cancel or terminate this Agreement before the
expiry of the initial term as mentioned above, by giving 6 (six) months advance notice in writing to this
effect to the other Party and upon such termination, the terms of this Agreement shall be of no effect
whatsoever, except for rights and covenants that by their very nature survive termination.

8 NON EXCLUSIVITY:

Notwithstanding anything to the contrary elsewhere in the Agreement, the Parties hereby agree and
acknowledge that this is a non-exclusive arrangement and that this arangement does not in ay way
restricts any Party from entering into similar arrangements with third parties.

9 REPRESENTATIONS, WARRANTIES AND INDEMNITIES

1. DR VASANTRAO PAWAR MEDICAL COLLEGE, HOSPITAL & RESEARCH CENTER

(BLOOD BANK) hereby represents and warrants to IPL that:

a) It is duly registered entity entitled to supply plasma,

b) It shall obtain and maintain at its cost all licenses, registrations and authorizations as are
necessary to supply plasma.
c)the collection, storage, processing, testing, and dispatching of plasma owned or possessed by it
shall be in compliance at all times during the period of supply, with all applicable statutory

requirements in force.
d) It has all requisite power and authority to execute, deliver and perform this Agreement and the
terms and conditions contained herein., and each of its obligations are enforceable against it in
accordance with the terms of this Agreement.
does not in any way conflict or
e) The execution, delivery and performance of this Agrecment
other contract applicable to such
violate any provision of law, rule, judgment, order or any
Party. which
I)It has no commitments, liabilities or obligations, contractual or otherwise,
outstanding
to ènter into this
would in any material respect conflict with or impede its ability and right
Page 5 of9

INTA
CELESTIAL
de
 ement or fulfill any and all of its
contemplated hereby. obligations hereunder, or to conduct the business
e is not subject to any
existing,
old have a material adverse effect
pending or threatened litigation or other
on its ability to fulfill its proceeding which
terms of this Agreement. undertakings and obligations in
ot hereby represents and warrants to DR
1 VASANTRAO PAWAR MEDICAL
HOSPITAL & RESEARCH CENTER ( BLOOD
BANK) that: COLLEGE,

a)It isduly registered entity entitled to procure

A It shall obtain and maintain at its cost all
plasma,
necessary to supply plasma. licenses, registrations and authorizations as are

c)It has all requisite power and authority to execute, deliver and
conditions contained herein., and each of its
terms and perform this Agreement and the
accordance with the terms of this Agreement obligations are enforceable
against it in
d) The execution, delivery and performance of this
violate any provision of law, rule,
Agreement does not in any way conflict or
judgment, order or any other contract applicable to such
Party.
e) It has no outstanding commitments, liabilities or
would in any material respect conflict with or
obligations, contractual or otherwise, which
impede its ability and right to enter into this
Agreement or fulfill any and all of its obligations hereunder, or to conduct the business
contemplated hereby.
) I t is not subject to any existing, pending or threatened litigation or other proceeding which
could have a material adverse effect on its ability to fulfill its undertakings and obligations in
terms of this Agreement.

iii. DR VASANTRAO PAWAR MEDICAL COLLEGE, HOSPITAL & RESEARCH CENTER

(BLOOD BANK) shall indemnify, defend and hold harmless IPL, its Affliates and their respective
officers, directors, employees and agents from and against any and all liabilities, samages, losses,
actions, proceedings, judgments, decrees, costs or expenses (including reasonable attorney's fees and
expenses) on account of

a) any breach of any terms and conditions of this Agreenent, warranties and covenants;

b) negligence arising due to supply of plasma of inappropriate quality as provided in clause

2(a)of this Agreement;

c)Failure of the plasma to comply with the criteria and quality as provided in clause 2 (a) of
this Agreement;

d) Failure to supply the plasma as per the terms of the Agreement.

iv. VASANTRAO PAWAR MEDICAL

PL shall indemnify, defend and hold harmless DRBLOOD BANK) and their Affiliates and
COLLEGE, HOSPITAL & RESEARCH CENTER (
elr respective officers, directors, employees and agents from and against any liability, damage, loss,
OSt or expense (including reasonable attorney's fees and expenses) on account of:

conditions of this Agreement, warranties and covenants;

a) any breach of any of the terms and

b) negligence.

Page 6 of 9

NTAS
 FORCE MAJEURE
10

Party is prevented from the

"ns of force majeure, viz. acts pertormance of their respective obligations
of God, acts of (in whole or in
earthquake, floods etc., then such Party must public enemy, terror part) for
attacks, war, riot, insurrection,
ch eventuality to the other Party within 7
such provide written notice of
a

f such force majeureevent. The affected

(seven) days from both the date of happening of any
Party shall not be liable for occurrence and cessation
orformance
pe due to the force
majeure event and the period of non-fulfillment or delayed
accordingly, in case the affected
Party has made best efforts to
force majeure shall be excluded
however that, such events should have a material mitigate the
damages/ loss.Provided,
adverse effect on the affected
its obligations under this Agreement. Party's performanceof
11 AMENDMENT AND WAIVER:

This Agreement may be amended, modified or

each of the Parties and no waiver of any supplemented only by a written instrument executed by
in a written instrument executed
provision(s) of this Agreement shall be effective unless set forth
by the Party waiving such provision.
12 ENTIRE AGREEMENT:

This Agreement constitutes the whole

agreement between the Parties relating to the subject matter hereof
and supersedes any prior agreements or
understandings relating to such subject matter.
13 SEVERABILITY:

f any provision
of this Agreement or the application thereof to any person or circumstance shall be
invalid or unenforceable to any extent, the remainder of this Agreement and the application of sueh
provision to persons or circumstances other than those as to which it is held invalid or unenforceable,
shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable
provision of this Agreement shall be replaced with a provision which is valid and enforceable and most
hearly reflects the original intent of the unenforeeable provision.

14 ASSIGNMENT:

Neither Party will assign or transfer any rights or obligations under this Agreement without the prior

writtenconsent of the other Party, except that a Party may assign this Agreement without such consent
to

successor in interest by way of merger, acquisition or sale of all or substantially all its assets.
its of
Subject to the foregoing, this Agreement shall inure to the benefits of and be binding upon the successors
and permitted assigns of the Parties.
15
SURVIVAL:
which by its very nature should survive the expiry and termination ofthis Agreement shall
ses
Survive such termination or expiry

Page 7 of 9

NTAS
TSTTA
ON
16 IP:
RELATIONSHIP

in this ement shall create

Agreement shall
or be deemed
Nothing
not limited to
partnership
to create any
principal and agent or relationship between the Parties
includ but not
or
i z e either
either Party1
Party to enter into any
venture, nor authorize
commitment for or employer
on behalf
and
employee or joint
of the other
Party.
17 DISPUTE RESOLUTION:

vnressly stated to the contrary in this

Sa r nature howsoever arising under, out of orAgreement,
in relation to dispute, difference, or controversy of
any
and so notified in writing by either this Agreement,
Party to the other (the between the Parties
attempted to be resolved ami "Dispute") in the first instance shall
micably. If the Dispute is not resolved be
erence to arbitration by 3 (three) arbitrators.
Each Party shall amicably, it shall be decided by
Thenominated by the said two arbitrators. appoint 1 (one) arbitrator and the third
The arbitration shall
afion and Conciliation Act, 1996 and amendments or be held in accordance with The
hereto. The arbitrators shall give a reasoned award. The award statutory modifications or reenactments
f
writing shall be final and binding on both the Parties. by a majority of the arbitrators rendered
The fee and other
nominated by respective Party shall be borne by the
Party expenses of the arbitrator
expenses of the third arbitrator and other arbitration nominating the arbitrator. The fee and other
The arbitration expenses shall be shared equally by both the Parties.
proceedings shall be held in
English language. The venue of such arbitration shall be
New Delhi, India.
The Arbitrator shall not have the power to award
punitive damages,
expenses, claim or damages, which are excluded by this Agreement. attorney's
fees and /or any other losses,
The arbitration proceedings, including any
outcome, shall be confidential.
preclude any Party from seeking interim or provisional relief from a courtNothing
in this clause will
of competent jurisdiction,
including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a
dispute either prior to or during any arbitration if necessary to protect the interests of such Party or to
preserve the status quo pending the arbitration proceeding. The arbitrator's award shall be final and binding
and shall be enforceable through any Court with
18
competent jurisdiction.
GOVERNING LAW:
19
This Agreement shall be construed and interpreted in accordance with and governed by the laws of
Union of India.

20 NOTICES:

Any notice required to be given hereunder shall be in writing and shall be effectively served (i) if
delivered personally, upon receipt by the other Party: (i) if sent by prepaid courier service, airmail or
or other similar means of
gistered mail, within five (5) days of being sent; or (ii) if sent by facsimile notice by the sender.
cctronic communication (with confirmed receipt), upon receipt of transmission
y notice required to be given hereunder shall be sent to the addresses referred below

If to IPL
Near Sola Bridge, Ahmedabad-
Address: Corporate House, S.G. Highway, Thaltej,
380054, Gujarat, India,
Attention: LEGAL HEAD
Contact No: +91 79 26578862
Center (Blood Bank)
t to Dr Vasantrao Pawar College, Hospital & Research
Medical
Nashik -422207
Vasantdadanagar, Adgaon,
Address: Mumbai-Agra National Hwy,
Maharashtra .India,
Attention: LEGAL HEAD
Contact No.: 072322 43504

Page 8 of 9
(INTAS
H
 1f not use the brand name,
Either Party shal
1ogo,
tsoever, without a priorwritten approval from mark or any
the other other intellectual
Party. property in any manner
Party shall
make or permit any person to make any
Neither
thout the prior written consent of the public announcement concerning this
22 Agreement withc
other Party
ed in two counterparts, each of
be signed
eement may
his which when signed and dated shall
23 stitute an original
of this Agreement but all the counterparts shall together constitute the same
A g r e e m e n t

.rTED ON THE DAY MONTH AND YEAR FIRST ABOVE WRITTEN

EXECUTED ON THE

Pharmaceuticals
Ltd. For. Dr Vasantrao Pawar Medical College, Hospital &
Intas Research Center (Blood Bank)
For.

ARMA

a/(iATAS
CELESTIA1.
DIVISIGH
AH EDA

(Ritesh Saraf) Authorized Signatory

Authorized Signatory B.T.O.
MVP Hospital Blood Bank
Nasik

Witness:
Witness:
HIHE
C w
(Hitesh Anjara)