MEMORANDUM OF UNDERSTANDING

This agreement is made on..between Group Pharmaceuticals Limited, a company having its Head office at Devraj Building, A Wing, 4th Floor, S.V. Road, Goregaon (W), Mumbai 400 062, hereinafter called Company and Dr. Ms. Archana V and Dr. Mr. Prabhuji having their address at Sreevari Dental and Medical Centre,. No. 57, Gayathri Devi Park Extension (Opp: Stella Maris School) Bangalore 560 003 hereinafter called Developers. 1) The Developers Dr. Ms. Archana V and Dr. Mr. Prabhuji have been working on a novel product for Dental and Oral hygiene. 2) They have progressed on their development to the extent of their confidence of commercializing this product and offering it as innovation in the Dental and Oral hygiene segment. 3) The Company has a long and established presence in the Dental and Oral hygiene segment and is keen to market the product which has been developed. 4) In order to complete the process of development and commercializing it, the Developers need to initiate further activities in the field of Research, Clinical trials, Trial Production, Scale-up Production, Analytical Method Development, etc., in order to make the product marketable. 5) The Developers have informed the Company that they have successfully completed all the development work in the lab and now ready to take to the next step. 6) The next step requires lot of investment and expertise and hence the two parties decided to come to an Agreement as follows:

7) That the Developers will share the Product Know-how to the Company Know-how means :(a) Complete details of the manufacturing of the product (b) Complete details on the stabilities conducted to confirm that the product would meet requirements of commercial and marketing. (c) All studies that have been undertaken so far . (d) Sources of materials. 8) The Company will be willing to use this Know-how and in consultation with the Developers, work on the project to take it from this concept stage to final stage and market the finished product in India.

9) The Company agrees to invest all the money required in order to complete this project. 10) The Company also agrees to make the required application in consultation with the Developers to DCGI for getting Test license for manufacturing trial batch in order to complete clinical studies. The developers have already applied to the DCGI for procuring necessary approvals to initiate the trail batches of the product. On receipt of this approval, the company agrees to take forward the product in terms of manufacturing the trial batches, scale-up batches, validation, etc. 11) The Company agrees to invest for conducting clinical studies for which all protocols and all the requirements would be completed by the Developers. 12) On successful completion of all the stages and all licensing, the Developers agree to appoint Group Pharmaceutical Limited as exclusive company for manufacturing and marketing company in India. 13) The Company may choose to offer the product to the other company for marketing in India as well as for Exports at a price as determined by the Company.

14) The Company agrees to pay the developers a sum of Rs. 12 lakhs for transfer of technical know-how and other details as referred in point no. 7 as per the schedule given below. (a) Rs. 2 lakhs on receipt of the approval from DCGI (b) Rs. 5 lakhs on handing over the entire technical know-how, completion of first trial batches. (c) Rs. 3 lakhs on completion of 6 months stability if 100% successful. (d) Rs. 2 lakhs on first commercial batch manufactured. 15) The taxes occurring as a part of the agreement by the party responsible as per law.

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