SUPPLY AGREEMENT

THIS MANUFACTURING AND SUPPLY AGREEMENT (the “Agreement”) is made as of May 25, 2011 (the
“Effective Date”) between:
HORIZON PHARMA PH, INC., a Philippine corporation with offices at 101 Roxas Boulevard, Barangay 14,
Pasay City, 1300 Manila (“HORIZON”).
AND
SANOFI-AVENTIS PH. LLC, a limited liability company duly organized and existing under the laws of the
State of the Philippines, with offices at 2138 Roxas Boulevard, Malate, Manila, Philippines 1004. (“Sanofi-
Aventis”).
Horizon and Sanofi-Aventis are individually referred to herein as a “Party” and are collectively referred to
herein as the “Parties”

1. SUPPLY AND PURCHASE

The Supplier agrees to provide, and the Client to purchase, various pharmaceutical and related
health products. The supplier commits to ensuring that all goods, including but not limited to
prescription and non-prescription drugs, meet specified criteria and are professionally adhering to
all applicable laws and regulations.

2. SCOPE OF THE AGREEMENT

1. Manufacturing and Supply. During the term, the supplier is obligated to produce and deliver
products to SANOFI-AVENTIS PH. LLC throughout the term of the contract. The agreement
emphasizes that a consistent, high-quality, and timely supply is a top priority for SANOFI-AVENTIS
PH. LLC to meet patient demand, and it acknowledges that supply disruptions could cause them
irreparable harm. To prevent this, the SUPPLIER is required to act in good faith, pledging not to
willfully delay manufacturing or withhold the delivery of the products.

2. Exclusivity. Supplier shall produce and supply the products exclusively for, and to, SANOFI-
AVENTIS PH. LLC. Supplier shall deliver to SANOFI-AVENTIS PH. LLC has its entire requirements
of the products, and the client will purchase its entire requirement of products exclusively from
the supplier.

3. ORDER

• All purchases and sales between the parties shall be formally executed through a valid
purchase order from the client, to be paid against a corresponding invoice submitted by the
supplier.
• The client shall issue a written purchase order for all products required. Each purchase order
must contain a precise description of the product, specifying the type, dosage form, and
quantity.
 • A purchase order submitted by the client shall be deemed irrevocably accepted by the supplier
unless a written notice of rejection is provided to the client within a period of seven (7)
business days following its receipt.

4. PAYMENT

• INVOICING AND PAYMENT SCHEDULE - The Supplier will issue an invoice for each accepted purchase
order after the products have been shipped. Unless otherwise agreed upon in writing, all invoices
are due and payable within thirty (30) days of the invoice date.

• PAYMENT CURRENCY AND METHOD - All payments shall be made via electronic bank transfer to the
account specified by the Supplier. The Client is responsible for any bank fees associated with the
transfer.
• LATE PAYMENT - Any invoices not paid by the due date will be subject to a late fee equal to one and
one-half percent (1.5%) per month, or the maximum amount permitted by law, whichever is less,
on the outstanding balance. The Supplier reserves the right to suspend future shipments until all
past-due invoices are paid in full.
• INVOICE DISPUTE - If the Client disputes an invoice, it must provide the Supplier with written notice
of the dispute within ten (10) days of receiving the invoice. The notice must include a detailed
explanation of the grounds for the dispute. The undisputed portion of the invoice must still be paid
by the due date

5. DELIVERING AND ISPECTION

5.1 The Supplier shall provide the Client with prior written notice of at least twenty-four
(24) hours before any scheduled delivery to the designated location.

5.2 All products purchased under this Agreement will be delivered to the Client's receiving
warehouse located in Malate, Manila, Philippines, or to an alternative address agreed to by
both parties.

5.3 Inspection and Acceptance.

(a) Upon delivery, the Client shall have a reasonable period of time to inspect the products
to ensure they meet the agreed-upon standards and specifications.
(b) The Client may reject any products that are defective, damaged, expired, or otherwise
fail to conform to the specifications.
(c) Rejected products shall be held at the Supplier’s risk and expense. The Supplier shall
promptly issue a credit for the rejected products or, upon the Client's request, provide
a replacement at no additional cost.
6. GOVERNING LAW
This Agreement is governed by the laws of the Republic of the Philippines. The Parties agree that
any legal action arising from this Agreement shall be brought exclusively in the courts of the
Philippines, which will have sole jurisdiction.

7. EXECUTION
The Parties have signed this Agreement, effective as of the date written at the beginning of this
document.
[SUPPLIER COMPANY NAME]
By: HORIZON PHARMA PH, INC.
Name: [Janjan Celis]

Title: [CEO]
[CLIENT COMPANY NAME]
By: SANOFI-AVENTIS PH. LLC
Name: [Vincent Dela Tonga]
Title: [Production Manager]
 CERTIFICATE OF AWARD
[Your Company Letterhead]
[Date]

[Supplier Company Name]

[Supplier Address]
[City, Postal Code]
[Country]

Subject: Letter of Award for Pharmaceutical Supply Agreement Dear [Contact Person's Name], On
behalf of [Your Company Name], I am pleased to inform you that your proposal dated [Date of
Proposal Submission], in response to our Request for Proposal (RFP) for the supply of
pharmaceutical products, has been selected. We are delighted to formally award you the role of
our preferred supplier. Your proposal was chosen based on its competitive pricing, high-quality
product offerings, and demonstrated commitment to regulatory compliance. We are confident
that your company's expertise will be invaluable in ensuring a consistent and reliable supply
chain for our healthcare operations. This letter serves as our official notification of the award,
and it confirms the following key terms of our agreement: Contract Term: A two (2) year term,
effective upon the signing of the definitive contract. Scope of Supply: The products and quantities
as detailed in your submitted proposal, including a focus on [mention specific products or
product categories, e.g., "prescription medicines and over-the-counter drugs"]. Pricing: The
prices for all products shall be as specified in your bid, subject to the terms of the final
agreement. This award is contingent upon the successful execution of a formal, written Supply
Agreement between our companies. Our legal team will be in contact with you within [Number]
business days to initiate the final contract drafting and negotiation process. We look forward to a
long and successful partnership with you. Please do not hesitate to contact us if you have any
questions in the meantime.

Sincerely,
[Your Signature]

[Your Printed Name]

[Your Title]
[Your Company Name]
[Your Phone Number]
[Your Email Address]
 1. DTI Business Name Registration (for sole proprietorships)
1. Go to the DTI Business Name Registration System (BNRS) online or visit a DTI
office.
2. Search your preferred business name to check if it’s available.
3. Fill out the Business Name Application Form.
4. Pay the registration fee (₱200 – ₱2,000 depending on business scope:
barangay, city/municipal, regional, or national).
5. Download/receive your Certificate of Business Name Registration (CBNR).
 2. SEC Registration (for partnerships or corporations)
1. Go to SEC eSPARC online system.
2. Reserve a company name and prepare documents: Articles of Incorporation,
By-Laws, Treasurer’s Affidavit.
3. Upload documents online and pay filing fees.
4. Wait for SEC review and approval.
5. Receive Certificate of Incorporation once approved.
 3. CDA Registration (for cooperatives, if applicable)
1. Gather at least 15 members willing to form a cooperative.
2. Attend a Pre-Membership Education Seminar (PMES).
3. Prepare and notarize Articles of Cooperation and By-Laws.
4. Submit documents to CDA office (with economic survey, treasurer’s affidavit,
surety bond).
5. Pay fees and receive Certificate of Registration.
 4. Mayor’s Business Permit
1. Go to the Business Permits and Licensing Office (BPLO) in your
city/municipality.
2. Submit requirements: Barangay Clearance, Lease Contract/Proof of
Address, Sanitary Permit, Fire Safety Inspection.
3. Fill out the application form.
4. Pay business taxes and regulatory fees.
5. Claim your Mayor’s Permit and official business plate.
 5. BIR Certificate of Registration (Form 2303)
1. Go to the BIR Revenue District Office (RDO) where your business is
located.
2. Submit DTI/SEC/CDA papers, Mayor’s Permit, and IDs.
3. Fill out BIR Form 1901 (sole prop) or 1903 (corporation).
4. Pay ₱500 annual registration fee and Documentary Stamp Tax.
5. Receive Form 2303, register books of accounts, and apply for Authority to
Print Receipts/Invoices.
 6. General Information Sheet (GIS) (for corporations)
1. Prepare GIS with company details: officers, stockholders, capital structure.
2. Have it notarized.
3. Submit through SEC eFAST system annually.
4. Receive acknowledgment receipt.
 7. BIR Form 2307 (Creditable Tax Withheld at Source)
1. From Your Client / Withholding Agent
• If you’re a freelancer, supplier, or contractor, the company or individual
who pays you is required to issue BIR Form 2307.
• They must provide it within 20 days after the end of each quarter.
• Example: For Q1 (Jan–Mar), they should issue it by April 20.

2. Through eBIRForms or Manual Filing (For Withholding Agents)

If you are the one withholding (like a business paying a supplier), you can
generate the form:
1. Download the eBIRForms package from the BIR website.
2. Fill up BIR Form 1601EQ (Quarterly Remittance Return of Creditable
Withholding Taxes) or related forms.
3. Once filed, generate BIR Form 2307 for your payees and issue it to them.

3. Via Client’s Accounting / HR Department

• Many companies already have automated accounting systems that
generate BIR Form 2307.
• If you haven’t received yours, you can formally request it from their
accounting or HR/payroll department.

4. For Lost or Missing BIR Form 2307

• Ask your client/withholding agent to re-issue a copy.
• If unavailable, request a Certification of Withholding Taxes from them as
supporting document for your tax filing.
 · If you’re the payee → Request BIR Form 2307 from your client/customer.
· If you’re the withholding agent → Use eBIRForms or your accounting system to
generate and issue it.
 8. Official Receipts / Sales Invoices
1. Apply for Authority to Print (ATP) using BIR Form 1906.
2. Submit to BIR along with your Certificate of Registration.
3. Select a BIR-accredited printer.
4. Have receipts/invoices printed.
5. Get Printer’s Certificate of Delivery (PCD) from the printer.
 9. FDA License to Operate (LTO)
1. Apply online through FDA eServices Portal.
2. Submit documents: business permits, company profile, floor plan, list of
officers.
3. Pay corresponding FDA fees.
4. Wait for FDA evaluation and inspection of your facility.
5. If compliant, receive LTO, which is valid for 1–2 years.
 10. DA/BAI Accreditation (for agricultural/animal products)
1. Apply at Bureau of Animal Industry (BAI) office.
2. Submit requirements: business permits, product list, technical specs.
3. Pay accreditation fees.
4. Undergo inspection/evaluation if needed
5. Receive Accreditation Certificate.
 11. DENR Clearance / Environmental Compliance Certificate (ECC)
1. Visit DENR-EMB regional office.
2. Submit project description and Initial Environmental Examination (IEE).
3. Attend evaluation meetings if requested.
4. Pay processing fee.
5. If approved, receive ECC, allowing your business to operate without
violating environmental laws.
 12. DTI / BPS Certification (Product Standards)
1. Apply at DTI-BPS office or via their portal.
2. Submit product safety test results and compliance documents.
3. Pay assessment and testing fees.
4. Products undergo quality/safety evaluation.
5. If approved, receive BPS Certification Mark.
 13. ISO Certifications (Optional)
1. Choose an accredited ISO certifying body (e.g., SGS, TÜV).
2. Prepare documents and internal systems for ISO standards (9001 Quality,
14001 Environment, 45001 Safety, etc.).
3. Undergo internal audit and certifying body audit.
4. Address any findings/non-conformities.
5. Receive ISO Certificate (valid for 3 years, with annual surveillance audits).
 14. Company Profile
1. Prepare a document with: company background, history, facilities, org
chart, and services.
2. Include photos and certifications.
3. Use this when applying for bids or presenting to clients.
 15. List of Clients / References
1. Compile a list of your completed and ongoing contracts.
2. Include contact details for verification.
3. Present as proof of experience and reliability.
 16. Quotation (RFQ Response)
1. Read the client’s Request for Quotation (RFQ) carefully.
2. Prepare detailed pricing, delivery terms, and payment terms.
3. Submit quotation before deadline.
 17. Technical Data Sheet
1. Collect product details: ingredients, specs, certifications, safety data.
2. Format into a standard datasheet.
3. Submit with bids or regulatory filings.
18. Delivery Schedule / Lead Time Commitment
1. Assess your production and logistics capacity.
2. Draft a schedule with clear timelines.
3. Commit to realistic lead times in your proposal.
 19. Warranty Certificate
1. Draft warranty coverage: duration, terms, and conditions.
2. Indicate repair/replacement policies.
3. Have it signed by an authorized officer, notarize if needed.
 20. Sample Products
1. Prepare sample units of your products.
2. Ensure packaging and labeling comply with FDA rules.
3. Submit samples for evaluation/testing when required.

21. Tax Clearance from BIR

1. Visit your BIR RDO or apply online via eFPS.
2. File application and pay clearance fee.
3. BIR verifies if all taxes are filed and paid.
4. If clean, receive Tax Clearance Certificate.

5.
 22. Statement of Ongoing and Completed Contracts
1. List contracts with details: project name, client, duration, and value.
2. Include completion certificates if available.
3. Submit as part of bidding documents.
 23. Omnibus Sworn Statement
1. Draft affidavit declaring compliance with RA 9184 procurement law.
2. Have it notarized.
3. Submit during bidding as proof of eligibility.

24. Performance Security / Bid Security

1. Secure a bond from a bank, insurance company, or surety.
2. Amount is usually a percentage of contract value (2–10%).
3. Submit with your bid as financial guarantee.