CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (“Agreement”) is executed on this

22/09/2022 by and between

Bajaj Healthcare Ltd., a company incorporated as per the laws of India and having its
registered Office at, Maharashtra, India (Hereinafter referred to as “BAJAJ”, which
expression shall unless it be repugnant to the context or meaning thereof be deemed to
mean in include its successors-in-interests and permitted assigns) of the ONE PART.

And

BIOMADIS, a company incorporated as per the laws of FRANCE and having its
registered office at 78 AVENUE RAYMOND POINCARE 75116 PARIS - FRANCE
(Hereinafter referred to as “BIOMADIS” ) which expression shall unless it be
repugnant to the context or meaning thereof be deemed to mean in include its
successors-in-interests and permitted assigns) of the SECOND PART.

BAJAJ and BIOMADIS wherever the context so requires, be hereinafter jointly

referred to as Parties and individually as Party hereto.

WHEREAS:

The Parties are interested in discussing and exploring a potential future relationship
and/or transaction between them and accordingly the Parties wish to exchange
Confidential Information on the terms and conditions set out in this Agreement.

The parties hereto acknowledge that certain information and documentation provided
by each one to the other or by their respective advisors, counsels, consultants, agents or
representatives, in connection with the product Chlorhexidine Digluconate 20%
Solution EP, (Hereinafter called the “Permitted Purpose”) the project and discussions
carried out in connection therewith (such discussions, information and documentation,
in whatever form, (hereinafter referred to as the (“Confidential Information”) is of a
confidential nature.

For the purposes of this Agreement, the Party receiving Confidential Information shall
be referred to as the “Receiving Party” and the Party disclosing such Confidential

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Information shall be referred to as the “Disclosing Party”.

NOW THEREFORE, in consideration of the mutual promises and covenants

contained herein and other good and valuable consideration the sufficiency and
adequacy of which is hereby acknowledged by both the Parties, the Parties mutually
agrees as follows:

1. Confidential Information means any and all information and material, including
without limitation any trade secret, technique, strategy, component, concept,
program, report, study, memorandum, correspondence, documentation,
information, manual, record, data, technology, product, plan, design, procedure,
method, invention, sample, notes, summaries, analyses, compilations and other
writings, cell lines and procedures and formulations for producing any such
sample, medium, and / or cell line, process, formula or test data relating to any
research project, work in progress, future development, engineering,
manufacturing, marketing, pricing, billing, servicing, financing, personnel
matter, its present or future products, sales, suppliers, clients, customers,
employees, investors, or any other information which the Disclosing Party
provides to the Receiving Party whether in written, graphic or electronic form
and whether or not such information is identified as such by an appropriate
stamp or marking. However, all the Information disclosed by Disclosing Party
in an intangible form will not be subject to the terms hereof unless reduced to
writing by the Disclosing Party and a copy of such writing being received by
the Receiving Party within 20 (twenty) days from such disclosure and any
reports or documents produced by the Receiving Party (including any member
of the Receiving Party’s Group of companies) to the extent they contain any
part of the Confidential Information of the Disclosing Party.

2. Each party hereby acknowledges that affiliates of the other party may also
disclose Confidential Information for the Permitted Purpose and agrees that the
terms and conditions set out below shall apply equally to any such disclosure
made by an affiliate of the other party. In this Agreement "Affiliate" means any
organisation which directly or indirectly controls, is controlled by, or is under
common control with the relevant party and "control" means the ownership by
one entity, directly or indirectly, beneficially or legally, of a majority of the
voting stock or the power of one entity to direct the management or policies of
another entity, by contract or otherwise.

3. The Receiving Party shall hold the Confidential Information disclosed to it in

confidence and shall use the same level of care, which shall be at least a

4. reasonable standard of care, to prevent any unauthorised use or disclosure of

such Confidential Information as it exercises in protecting its own Confidential
Information of a similar nature, Confidential Information disclosed hereunder
shall at all times remain the property of the Disclosing Party.

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5. The Receiving Party shall not, without the prior written consent of the
Disclosing Party, make use of the Confidential Information disclosed to it other
than for the Permitted Purpose, nor disclose the Confidential Information to any
third party except to such of the Receiving Party’s Affiliates, officers,
employees, agents, consultants and financing sources (and to such of its
affiliated companies' officers, employees, agents and consultants) who have
been made aware that the Information is confidential and are bound to treat it
as such and to whom disclosure is necessary for the Permitted Purpose
(“Authorised Recipients”).

6. The Receiving Party (and its Authorised Recipients) will not (except as required
by applicable law, regulation or legal process, and only after compliance with
Clause 8 (f) below), without the Disclosing Party's prior written consent,
disclose to any third party other than Authorised Recipients the fact that:

a. The Disclosing Party’s Confidential Information exists or has been

made available;

b. It is considering the Permitted Purpose;

c. Discussions are taking or have taken place concerning the Permitted

Purpose, or any term, condition or other fact relating to the Permitted
Purpose or such discussions or negotiations, including, without
limitation, the status thereof or the content of such discussions or
negotiations between the parties; and

d. The existence or terms of this Agreement.

7. Nothing contained in this Agreement shall be construed, by implication or

otherwise, as an obligation to enter into any further agreement relating to any
of the Confidential Information or as the grant of a licence to either Party to use
the other's Confidential Information otherwise than in accordance with the
terms of this Agreement.

8. Upon completion of the Permitted Purpose and in the absence of any further
agreement between the parties, the Receiving Party shall make no further use
of the Confidential Information disclosed to it (and its Authorised Recipients)

9. and shall upon written request from the Disclosing Party promptly and subject
to any applicable legal or regulatory requirements, at its option (i) return to the
Disclosing Party all of the Confidential Information which is in tangible form,
except that each party shall be permitted to retain one copy of the other party's
Confidential Information so that any continuing legal obligations may be
determined; (ii) take commercially reasonable steps to destroy all such
Confidential Information.

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 If requested in writing by the Disclosing Party, the Receiving Party shall
promptly inform in writing to the Disclosing Party that it has taken all actions
described in the foregoing subsection and provide such document to that effect
to the Disclosing Party.

10. The confidentiality and non-use obligations of this Agreement shall not apply
to:

a. Information which at the time of disclosure hereunder is in the public

domain; or

b. Information which, after its disclosure hereunder, becomes part of the

public domain by publication or otherwise, except in breach of this
Agreement; or

c. Information which the Receiving Party can show was, at the time of
receipt hereunder, already in its rightful possession, free from
restrictions on disclosure and use and was not obtained directly or
indirectly from the Disclosing Party; or

d. Information with the Receiving Party can show was subsequently and
independently developed by such of its employees of its Affiliates who
had no knowledge of the Information disclosed; or

e. Information which the Receiving Party receives from a third party

provided however that such information was not obtained by the said
third party, directly or indirectly, from the Disclosing Party under
conditions of confidentiality; or

f. The extent Information is required by law, regulation or order of a

competent authority (including any regulatory or governmental body or
securities exchange) to be disclosed by the Receiving Party, provided
that (i) the disclosure is limited to the minimum required to comply with
such legal requirement and (ii) where practicable, the Disclosing Party
is given reasonable advance notice of the intended disclosure together
with adequate opportunity to object to such disclosure or to request
confidential treatment thereof.

11. Neither Party shall make (or have made on its behalf) any oral or written release
of any statement, information, advertisement or publicity in connection with
this Agreement which uses the other Party’s name, symbols, or trade marks
without the other Party's prior written approval. The obligations of this Clause
shall survive termination of this Agreement.

12. The Parties acknowledge that, without prejudice to either Party’s right to

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 damages for breach of this agreement, injunction, specific performance and
other equitable relief are appropriate remedies for breach of this Agreement.

13. Each Party shall be responsible for the breach of any terms of this Agreement
by any of its Authorised Recipients.

14. It is understood and agreed that any failure by any Party entitled to the benefit
of this Agreement in exercising any right, power or privilege hereunder shall
not act as a waiver hereunder nor shall any single or partial exercise thereof
preclude any further exercise of any right, power or privilege.

15. If any provision of this Agreement shall be declared invalid, unenforceable or

illegal, such invalidity, unenforceability or invalidity shall not prejudice or
affect the validity, enforceability or legality of the remaining provisions of the
Agreement.

16. The Confidential Information has not been verified by the Disclosing Party or
any of its advisers and may not be accurate or complete and the Disclosing Party
makes no representation or warranty as to the accuracy, completeness or
reasonableness of the Confidential Information and no such representation or
warranty shall be implied. The Disclosing Party is not liable to the Receiving
Party or to any person to whom the Receiving Party discloses the Confidential
Information if it is relied on.

17. This Agreement shall come into effect on the Effective Date as set out above
shall terminate after either (i) expiry of a term of five (5) years, (ii) expiry of
the Permitted Purpose, or (iii) expiry or termination of an agreement that the
Parties may conclude in connection with the Permitted Purpose, provided that
such agreement does not contain a confidentiality clause itself, whichever of
the aforementioned events comes later.

The confidentiality obligations accrued hereunder at the date when this

Agreement expires or terminates shall continue to be applicable for a period of
five (5) years from the date of expiration or termination of this Agreement.

18. Upon expiry or termination of this Agreement or at any time upon written
request of the Disclosing Party the Receiving Party undertakes to:

(a) Immediately discontinue all use of Disclosing Party’s Confidential

Information;

(b) Within Ten (10) business days, return to the Disclosing Party or destroy
all Confidential Information within its possession, or cause all
Confidential Information in the possession of its employees, agents or
consultants to be returned to Disclosing Party or destroyed;

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 (c) If requested in writing by Disclosing Party, then the Receiving Party
shall inform in writing to the Disclosing Party that it has taken all actions
described in the foregoing subsections and provide such document to
that effect to the Disclosing Party within Ten (10) business days
following the Disclosing Party’s demand.

19. This agreement and any disputes or claims arising out of, or in connection
with, its subject matter shall be governed by and construed in accordance with
the laws of INDIA.

The parties irrevocably agree that the courts of Mumbai have exclusive
jurisdiction to settle any dispute or claim that arises out of or in connection
with this agreement. This Agreement shall be governed in all respects by the
laws of India.

20. This Agreement may be executed in multiple counterparts, each of which shall
be considered and shall have the force and effect of an original.

IN WITNESS whereof the duly authorised representatives of the parties have executed
this Agreement on the date first above written.

For BIOMADIS For BAJAJ HEALTHCARE LTD.

___________________________ _____________________________________
Name: COUTURIER P-G Name: Ms. Rinka Mali
Title: GENRAL MANAGER Title: Executive- Regulatory Affairs
Date: 22.09.22 Date:
Company stamp Company Stamp

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