CONSULTANCY AGREEMENT

This Consultancy Agreement (“Agreement”) is made on 7th day of June2022 by and between Alembic
Pharmaceuticals Limited, a company incorporated under the laws of India and having its registered office at Alembic
Road, Vadodara - 390 003, Gujarat, India (hereinafter referred to as “Company”), DR. AMIT KUMAR having
PAN#AZUPK0351K, Registration No.K449 and address at RAJA BAJAR PATNA, India (hereinafter referred to
as “Consultant”)

RECITALS:

A. Whereas, the Company is engaged in the business of the development, manufacturing, sale and distribution
of pharmaceutical, medicinal and veterinary products in India and abroad and has its own research & development
division.
B. Whereas, Consultant represents that Consultant is an independent healthcare practitioner and has experience,
data and updated knowledge on various practices, therapies and products and provides consultancy services to
pharmaceutical companies which will enable them to address changes in product portfolio, current and ongoing
approach to new product development, product stabilization, efficacy of products, etc.
C. Whereas, both parties appreciates that healthcare is a very dynamic field which requires real time and
nuanced understanding of ailments, side effects, complications, responses etc. and these needs to be monitored on a
regular basis to address new drug development, getting market intelligence, competitive advantage etc.
D. Whereas, Company agrees to avail the Services (defined below) from Consultant and Consultant agrees to
provide the same to Company in accordance with terms and conditions of this Agreement.

NOW, THEREFORE, both parties hereby agree as follows:

1. During the term of this Agreement, the Consultant shall provide specific services as more clearly defined in
Annexure 1 (“Services”) and the Company shall pay for the Services to the Consultant upon Services
rendered by the Consultant to the satisfaction of Company.
2. The Agreement shall be effective upon execution by both parties and shall be valid till the completion of
Services or earlier terminated by mutual consent of both parties in writing.
3. Consultant represents and warrants that (i) neither Consultant not its representatives are connected directly
or indirectly to any government organization/agency/undertaking in any manner; and (ii) shall perform the
Services in its individual capacity in compliance with all applicable laws, rules, regulations and/or any
guidelines, including but not limited to, National Medical Council Act, 2019, Indian Medical Council
(Professional Conduct, Etiquette and Ethics) Regulation, 2002 and Prevention of Corruption Act, 1988.
Consultant shall notify in advance to Company before entering into any kind of relationship directly or
indirectly with any government organization/agency/undertaking during the validity of this Agreement and
share copies of all permissions/NOC from the relevant government organization/agency/undertaking required
to perform Services under this Agreement by Consultant. The manner in which Consultant renders Services
will be within Consultant’s sole control, maintaining his/her autonomy, integrity and discretion.
4. Consultant shall be responsible for obtaining, maintaining, and/or displaying any and all authorizations,
licenses, registrations or other permissions necessary to carry out operations or activities under this
Agreement and also disclose and/or display its affiliations/Services herein to maintain transparency. Failure
to adhere to this clause 4 shall result in immediate termination of the Agreement without any liability
whatsoever.
5. For performance under this Agreement, Consultant shall be compensated Rs.25000/-(Rs.Twenty-Five
Thousand only) for the Services provided in Annexure 1. Further, Consultant shall also be reimbursed out
of pocket expenses incurred for rendering the Services. All fees shall be paid by Company after deduction of
withholding tax as per applicable tax laws. Upon deduction of withholding tax, Company will pay the
amounts of such taxes to the relevant governmental authority and transmit to the Consultant the copy of
official tax certificate or other evidence of such withholding tax.
6. Consultant shall comply with all the compliance requirements under GST laws and do all things necessary
to enable Company to claim input tax credit in relation to GST laws payable under this Agreement or in
respect of Services provided under this Agreement. This shall include, but not limited to, (i) issuing
invoices/debit notes/revised invoices/credit notes as per the prescribed format, containing all the information
as is required for us to avail input tax credit; (ii) timely submission of periodic statements/returns as per the
GST laws within specified time lines with complete and correct details as may be prescribed; (iii) timely
issuance of debit note within the prescribed time limit to enable us to take the credit; and (iv) timely payment
of tax liability by utilization of admissible credit or through cash. Further, any kind of Default in filing of
GST return or payment of GST will result into holding of payment by Company till cure of such default in
compliance with GST laws.
7. Each party acknowledges that this Agreement is non-exclusive. If Company performs itself or retains a third
party to perform any services Consultant will cooperate and coordinate with Company or such third party as
reasonably requested or required by such third parties to perform their duties.
8. Consultant shall not dispense any patient data (personal information of patient) in contravention of
Information Technology Act, 2000, Health Data Management Policy, 2020, Electronic Health Records

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 (EHR) Standards, 2016 and all other applicable laws prevailing from time to time which protect the privacy
and interests of patients.
9. Company shall have the right to terminate this Agreement with immediate effect by notice in case of violation
of this Agreement by Consultant. Notwithstanding anything mentioned in this Agreement. Company shall
have the right to terminate this Agreement for convenience at any time upon giving prior written notice to
Consultant. In case of such termination, Company will be only liable to pay for the Services rendered till the
date of the termination. Upon termination of this Agreement for any reason, it shall not affect or prejudice
any rights which may have accrued to the party prior to the expiration or termination of this Agreement.
10. All information disclosed by Company to Consultant in connection with this Agreement and other related
trade secrets, specifications, technology, know-how and other confidential and proprietary information of
Company (collectively, the “Confidential Information”) is and will be kept confidential by Consultant and
not used by Consultant other than in connection with this Agreement, except to the extent such Confidential
Information (i) becomes lawfully obtainable from other sources, (ii) is or becomes part of the public domain
(other than act or omission of the Consultant),and/or (iii) is required by any Authority under any applicable
law or regulation, provided however that Consultant shall consult with Company as to the contents of such
disclosure. On termination of this Agreement for any reason whatsoever, (i) all Confidential Information
and any documents received (including copies thereof) shall be returned by Consultant to Company without
retaining any copy in any manner, and (ii) these confidentiality and non-use obligations of Consultant shall
survive the termination of this Agreement.
11. A complete set of all data including information, and advices provided by the Consultant shall be made
available to Company upon request and/or upon completion or termination of such Service, and such data
shall be the sole property of Company.
12. This Agreement is governed by and shall be construed in accordance with laws of India. All disputes,
controversies and claims arising out of or in connection with this Agreement shall be brought exclusively
before a court of competent jurisdiction in Vadodara, Gujarat and both parties consents to the exclusive
jurisdiction and venue of such court.
13. It is expressly acknowledged and agreed by both parties that neither this Agreement nor any payment
hereunder is in exchange for any explicit or implicit agreement or understanding that the Consultant will
purchase, order, prescribe, recommend or otherwise arrange for, or provide preferential treatment for the
Company’s products. Furthermore, the total payment for the Services represents the fair market value for the
Services and has not been determined in any manner that takes into account the volume or value of any
prescriptions, referrals or business between both parties.
14. This Agreement does not create any other business arrangement, including but not limited to any partnership,
agency or joint venture, between both parties.
15. This Agreement, together with annexure attached hereto, forms the entire agreement between both parties
and supersedes all earlier negotiations, discussions, agreements and understandings between both parties.
The recitals above are incorporated herein by this reference and forms an integral part of this Agreement This
Agreement shall not be changed, modified, amended or supplemented except by a written instrument duly
signed by both parties. Neither party shall have the authority to make any statements, representations or
commitments of any kind, or to take any action, which shall be binding on the other party, without the prior
written consent of such other party.
16. This Agreement is personal and shall not be assigned by Consultant. The Consultant has the full power and
authority to enter into this Agreement and to perform the Services under this Agreement.
17. Consultant shall indemnify and hold harmless Company from and against all claims, losses, damages,
attorney fees, and/or cost & expenses arising out of or in connection with breach of this Agreement and/or
misrepresentation, negligence, fraud or willful misconduct by the Consultant or its representatives.
18. The Consultant consents to photographing and audio and video recording of the proceedings of Consultant’s
oration/ speaking session forming part of Services (collectively, “Recordings”) by Company or its
representatives, at Company’s discretion. Any intellectual property generated from the Services provided by
the Consultant, including the Recordings, shall vest exclusively with the Company, unless otherwise agreed
to the contrary in writing by both parties. All such intellectual property and all materials and information
made or developed by the Consultant in connection with the Services provided will be sole property of the
Company and the Company shall have the right to use such materials and information in any manner
whatsoever.
19. All notices required hereunder shall be given by (i) in writing and personally delivered, (ii) sent by courier
(charges prepaid) or (iii) registered mail with return receipt requested or speed post, and addressed to the
parties mentioned above, or at such other address as any party shall hereafter inform the other party by written
notice given as aforesaid. All written notices so given shall be deemed effective upon receipt.
20. This Agreement has been jointly prepared on the basis of the mutual understanding of both parties and shall
not be construed against either party by reason of such party’s being the drafter hereof or thereof.
21. This Agreement is executed in counterparts, each of which shall be deemed to be an original and both of
which together shall constitute one and same agreement. An executed copy of this Agreement may be
delivered by electronic mail in “portable document format” (“.pdf”), or by any other electronic means
intended to preserve the original graphic and pictorial appearance of a document, shall constitute effective
execution and delivery of this Agreement as to both parties and to be used in lieu of the original Agreement
for all purposes. Both parties acknowledge and agree that this agreement may be executed by digital signature

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 or electronic signature, which shall be considered as an original signature for all purposes and shall have the
same force and effect as an original signature.
(Signature Page Follows)

IN WITNESS WHEREOF, both parties have executed this Agreement with effect from the last date and year
written below.

Alembic Pharmaceuticals Limited ____________________________

Signature………………………
Name: Tanmoy Banerjee Signature………………………..
Title: Sales Manager Name: AMIT KUMAR
Division: Ouron Date:
Date:

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 ANNEXURE 1

SERVICES

Sr. No. Type of Service

a. Providing insights about improving outcome of therapy in the management of patients
b. Identification of therapy gaps and advise future course of direction
1.
c. Provide consultation to Company on the trends in practice that will identify gaps in existing
therapeutic solutions and aid launch of newer therapeutic solutions to address the needs of patients.
Providing details for further analysis and development of new products, based on trends, data and
2.
statistics relying upon type of patients, illness, diseases etc., in specific format
Addressing meeting of employees and/or persons engaged with healthcare practices working with
3.
subjects of medical sciences
Training of field force in order to educate and equip them with subject knowledge to face challenges in
4.
the dynamic market scenario
Information related to new therapies/products developed domestically and internationally. In this
5. connection the Consultant may have to attend medical conferences and provide report/information to
the Company
Evaluation of Product, literature and labels in pipeline, current product portfolio to suggest new
6.
products
Advisory service to re-orient or re-organize portfolio of target and to give priority in terms of time and
7.
resources
8. Diagnostic Camps for employees and/or general public

9. Guidance on brand positioning

Note: Upon completion of Services as per Company’s satisfaction, Company shall pay to the Consultant Service fees
as mentioned above or as mutually agreed, in writing, between both parties.

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