®

Proforma Invoice
Colorcon Issue Date: 02-JAN-2024
Colorcon Asia Pvt. Limited Your Ref No:
Plot No M-14 to M-18 Number: CCIN2010577
Verna Industrial Estate
Verna, Goa 403 722, India Payment Terms: ILCAT SIGHT
Tel: +91 832 6727373 Fax: +91 832 6625870 Valid Until:
www.colorcon.com Prepared For:
GSTIN: 27AAACC2281Q1ZC
Prepared By: Rosetti Xavier
rxavier@colorcon.com
Bill To: Ship To:
ESKAYEF PHARMACEUTICALS LIMITED ESKAYEF PHARMACEUTICALS LIMITED
REG. OFFICE/H0:2/C NORTH EAST DARUS SALAM ROAD, REG. OFFICE/H0:2/C NORTH EAST DARUS SALAM ROAD,
MIRPUR-1 MIRPUR-1
DHAKA-1216 FACTORY: 400 TONGII/A DHAKA-1216 FACTORY: 400 TONGII/A
SQUIBB ROAD, TONGI, GAZIPUR SQUIBB ROAD, TONGI, GAZIPUR
BANGLADESH BANGLADESH

Item No. Cust Item No. Item Description Unit Price Quantity Total
I I
METHOCEL E3 PREMIUM LV
HYDROXYPROPYL
ID34479 30.80 I kg 400.00 USD 12,320.00
METHYLCELLULOSE
HSN No: 39123919

METHOCEL K15M PREMIUM CR

GRADEHYDROXYPROPYL
ID34709 27.55/ kg 300.00 USD 8,265.00
METHYLCELLULOSE
HSN No: 39123919

FREIGHT CHARGES USD 700.00

SubTotal USD 21,285.00

Tax USD 0.00

TOTAL USD 21 ,285.00

Price Basis: FREE ON BOARD Please Remit to:

lncoterms: CFR CHATTOGRAM Credit Citibank India's, Ale# 10990896, with Citibank
Carrier/Transportation: FSL-SEAF NY (CITIUS33) Routing ABA No. is 021000089.
For further credit to Ale No. 0301476043 of Colorcon
Account#: 70116
Asia Pvt. Ltd. with Citibank Mumbai, India Swift Code:
CITIINBX

Shipment from Any Seaport in India to Chattogram Seaport- Bangladesh;

CFR Chattogram By Sea;
Country of Origin- USA;
Manufacturer: Methocel - Nutrition & Biosciences LLC, USA (Formerly Dow Chemical Company - USA),

Pharmaceutical Raw materials

H.S.CODE No. Methocel- Exporter- 39123919, Importer- 39129000;

VALIDITY- 90 DAYS FROM DATE OF PROFORMA INVOICE.

Delivery Lead Time is 6 weeks upon receipt of original Letter of Credit provided there are no discrepancies & subject to Material
Availability.
Payment By: Irrevocable Letter of Credit. Draft at sight and LIC is to be opened in favour of Colorcon Asia Pvt Ltd (The Beneficiary).
Special L/C Terms:

Page 1 of 6 All trademarks, except where noted, are property of BPSI Holdings LLC ®

Number: CCIN2010577 IFF and METHOCELTMis trademark of International Flavors and Fragrances Inc. or its
affiliates. ? 2021 IFF. All rights reserved. Colorcon
i) Put "Revaluation Date" Instead of Expiry Date in Wherever Applicable; However, Ommitting such related clauses would be
preferred.
ii) L/C to allow Third Party Documents Viz House Airway Bill OR House Bill of Lading.
iii) LIC to be made available for negotiation with any Bank in India,

***ALL L/C RELATED COST IN BANGLADESH INCLUDING ANY DISCREPANCY CHARGES WILL BE BORNE BY L/C
APPLICANT-ONLY REIMBURSEMENT CHARGE CAN BE DEDUCTED FROM BENEFICIARY****

***LC SHOULD NOT BE TRANSMITTED THROUGH INDUSIND BANK- INDIA I ICICI BANK- INDIA****

Page 2 of 6 All trademarks, except where noted, are property of BPSI Holdings LLC ®

Number: CCIN2010577 IFF and METHOCELTMis trademark of International Flavors and Fragrances Inc. or its
affiliates. ? 2021 IFF. All rights reserved. Colorcon
 COLORCON ASIA PRIVATE LIMITED
STANDARD TERMS AND CONDITIONS

Definitions
a. Colorcon Asia Private Limited is herein referred to as the 'Company'.

b. The 'Customer' is the person, firm or company placing an order for the purchase of the Goods.

c. The 'Goods' shall mean the products and/or services to be provided by the Company that are the subject matter of the Contract,
and which are sold to Customer for Customer's own use and consumption (and not for resale, except through incorporation in
Customer's own products)

d. The 'Contract' shall mean the agreement by the Customer to purchase the Goods from the Company upon the basis of these
Terms and Conditions of Sale, and/or the Company's Acknowledgement of Order Form, as may be applicable, at the price payable
for the Goods determined as provided below.

1. Contract
All quotations and tenders are given and all sales and transactions entered into by the Company subject to and only upon these
Terms and Conditions and, except where other specific terms and conditions have been previously agreed in writing by an
authorized officer of the Company and except as herein provided, no oral, written or other addition hereto or variation hereof shall
be effective, and these Terms and Conditions supersede and prevail over and exclude any other terms and conditions appearing
elsewhere including any terms and conditions of the Customer and any course of dealing established between the Company and
the Customer. The terms and conditions as stated herein are subject to change by the Company.

Tenders and quotations may be withdrawn or varied by the Company at any time. No binding contract will in any case arise until (i)
the Company has sent to the Customer an Acknowledgement of Order Form and (ii) that contractual offer has been accepted by
the Customer (which Acknowledgement can include but is not limited to the Customer or its agent taking delivery of the Goods). All
orders are accepted subject to Force Majeure. Acceptance of the offer to supply the Goods by the Customer will be construed as
Customer's consent to these terms and conditions irrespective of the Customer's own terms and conditions of purchase of the
Goods.

2. Hazardous Goods
Many chemicals are potentially dangerous and should only be used or handled with appropriate care. The Customer shall have
responsibility to ensure that all markings, warnings or other instructions required under Health, Safety and Storage and other
applicable laws and regulations are maintained on the Goods and packaging, that they are observed , and transferred in the event
that the Customer repacks the Goods. The Customer shall ensure that it adequately stores, handles, packages and uses the
Goods, including complying with all Health, Safety and Storage and other applicable laws and regulations.

3. Transfer of Contract
The Contract is personal to the Customer which shall not sell, transfer, assign or charge all or any of its right, interest or obligations
under it to any third party without the prior written permission of the Company.

4. Price
The prices payable for the Goods shall be as stated in the Company's Acknowledgement of Order Form, except as otherwise
provided in the invoice issued by the Company. Unless such prices are expressed to include the same, all applicable taxes , sales
taxes, service taxes, value added taxes, and any other taxes and/or duties in respect of the Goods shall be payable by the
Customer in addition to such prices. PRICES ARE SUBJECT TO CHANGE WITH AT LEAST 30 DAYS' WRITTEN OR
ELECTRONIC MAIL NOTICE BEFORE THE GOODS HAVE BEEN SHIPPED BY THE COMPANY, REGARDLESS OF WHETHER
BEFORE OR AFTER THE CUSTOMER'S RECEIPT OF THE ACKNOWLEDGEMENT OF ORDER FORM EXCEPT WHERE
INCREASE IN PRICES IS OWING TO UPWARD REVISION IN IMPORT DUTIES, TAXES, DUTIES AND ANY OTHER
GOVERNMENT OR LOCAL ADMINISTRATION LEVIES ON RAW MATERIAL AND OTHER INPUTS WHICH MAY BE
AUTOMATICALLY PASSED ON TO THE CUSTOMER WITHOUT THE NEED FOR PRIOR NOTICE. All sums due shall be paid in
full without any deduction or set-off whatsoever.

A special charge shall be levied to meet any request from the Customer for customized demand regarding special packaging and
method of dispatch or delivery of the Goods.

5. Payment Terms
The Company may invoice the Customer for the price of the Goods prevailing on or at any time after shipment of the Goods.
Payment terms are net 30 days from the date of the invoice, unless otherwise stated in the Company's invoice or
Acknowledgement of Order Form or unless otherwise agreed in writing between the parties.

Page 3 of 6 All trademarks, except where noted, are property of BPSI Holdings LLC ®

Number: CCIN2010577 IFF and METHOCELTM is trademark of International Flavors and Fragrances Inc. or its
affiliates. ? 2021 IFF. All rights reserved. Colorcon
The Company reserves the right to charge interest on overdue items at 21% per annum. Interest shall accrue from day to day and
be compounded on the last day of each calendar month.

6. Licenses and Consents

The Company shall be responsible for obtaining any necessary export licenses. The Customer shall be responsible for obtaining
all other licenses which may be required to enable the Customer to import, receive delivery and use the Goods and for all
necessary exchange control consents (if any) to enable the Customer to make all payments payable to the Company under the
Contract. The Customer shall not be discharged from its obligations under the Contract by any total or partial prohibition of imports
or by the refusal or non-availability of any such license or consent or by the imposition of any conditions or restrictions upon the
grant of any thereof. The Customer shall be responsible for complying with the terms and conditions of any regulatory approval of
use of the Goods.

7. Shipment
The Company shall ship the Goods Ex Works (lncoterms, 2020) the Company's facilities, unless specifically provided to the
contrary in the Company's Acknowledgement of Order Form. The Company shall take commercially reasonable steps to execute
its obligations under the Contract within any period quoted herein, provided, however, that such time is not guaranteed, nor
deemed to be of the essence of the Contract.

If shipment or any work related to the Goods is suspended at the request, or delayed through default, of the Customer, then without
prejudice to the Company's other rights and remedies, the Company shall be entitled to receive payment for any such performance,
materials specially ordered and other additional costs incurred by the Company including but not limited to for storage for the
Customer.

Upon refusal or failure of the Customer to accept shipment of the Goods on the requested date, the Company shall at its own
discretion be entitled to store the Goods at the sole risk and expense of the Customer and the Customer shall in addition to the
invoice price pay all costs and expenses of such storage and any additional costs of carriage incurred by the Company.

8. Delivery by Affiliated Companies

At the Company's option Goods may be supplied by and shipped from an affiliated company of the Company. Any shipments
made under this condition shall be invoiced by the Company and shall constitute part of the Contract.

9. Default
If the Customer shall:
(a) fail to pay any sum payable under the Contract within 7 days of its becoming due;

(b) with regard to non-monetary obligations, fail to observe or perform any other terms or conditions of the Contract (save for
defaults capable of being remedied within 7 days of being required by the Company to do so, in which case if the Customer shall
fail so to remedy such default within the said stipulated time); or

(c) become insolvent or commit an act of bankruptcy, have a winding-up order made against it or a receiver or a liquidator
appointed of any or all of its assets, cease or threaten to cease to carry on business, or anything analogous happens to it in any
country;

then the Company may, at its sole election and without prejudice to any of its other available rights or remedies, (i) immediately
terminate the Contract, (ii) require cash payment, including cash payment for all products (including Goods) previously delivered to
Customer and not paid for in full, prior to the shipment of any Goods or of any products under any other contract between the
Customer and the Company, (iii) withhold shipment of any Goods or such other products, (iv) stop delivery of any Goods or such
other products in transit and/or (v) retake possession of the Goods or such other products for which the Customer has not paid fully
to the Company and for that purpose the Customer hereby grants an irrevocable license to the Company to enter any of its
premises.

10. Limited Warranty

The Company warrants that the Goods manufactured by it will conform to the Company's specifications for such Goods in effect at
the date of manufacture of such Goods (the "Specifications") during the re-evaluation period for such Goods set forth in the
Specifications. While reasonable commercial efforts are made to provide samples that are representative of Goods when
requested, no such sample is to be construed as a specification for the Goods supplied. As to Goods not manufactured by the
Company, the Customer shall be entitled to those warranties provided by the manufacturer of such Goods to the extent that the
manufacturer provides and honors such warranties to the Company. ANY AND ALL OTHER REPRESENTATIONS AND
WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE), OR ARISING FROM A
COURSE OF DEALING, USAGE OR TRADE PRACTICE, WITH RESPECT TO THE GOODS ARE HEREBY EXCLUDED AND
DISCLAIMED, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW. ANY AND ALL REMEDIES ASSOCIATED WITH
OR ARISING OUT OF ANY IMPLIED WARRANTIES OR OTHER WARRANTIES T HAT ARE DISCLAIMED HEREIN ARE ALSO
HEREBY EXCLUDED AND DISCLAIMED.

Page4 of6 All trademarks, except where noted, are property of BPSI Holdings LLC ®

Number: CCIN2010577 IFF and METHOCELTM is trademark of International Flavors and Fragrances Inc. or its
affiliates. ? 2021 IFF. All rights reserved. Colorcon
The Customer shall be responsible for all aspects of suitability of the Goods for the Customer's intended use and for selecting any
third party products, technology or systems that may be used by the Customer in conjunction with the Goods. The Company
makes no representations or warranties with respect to any third party products, technology or systems that may be used by the
Customer in conjunction with the Goods, even if the Company provides information to the Customer concerning any such third
party products, technology or systems. Because of the variations in methods, conditions and equipment used in commercially
processing the Goods, no warranties or guarantees are made as to the suitability of the Goods for any applications disclosed by the
Customer. The Company does not warrant that the use of the Goods, or articles made therefrom, either alone or in conjunction
with other materials, will not infringe a patent. Nothing contained in any information provided by the Company is to be considered
as permission, recommendation, nor as an inducement to practice any patented invention without permission of the patent owner.

The Customer shall (i) for physical count and apparent damage to the packaging of the Goods, inform the Company within 3
working days after receipt of the Goods (ii) for all other claims (except for latent defects that cannot reasonably be found during the
testing for compliance with the Specifications) inform the Company within 30 calendar days after receipt of the Goods and (iii) for
latent defects, inform the Company within 5 working days after the discovery of the latent defects and within the re-evaluation
period set forth on the specifications sheet supplied by the Company for such Goods. Failure by Customer to so notify the
Company within the above stipulated periods of time shall constitute Customer's absolute and unconditional waiver of all claims for
such shortage, loss, damage, defects, non-compliance or failure. Upon receipt of such claims and after evaluation thereof, the
Company, in its discretion, will either accept the return or arrange for the disposal of the non-conforming Goods at the Company's
own risk and expense, and the Company shall without delay and at no additional cost for the Customer replace the rejected Goods
with Goods in material conformity with the terms and provisions of this Contract and the corresponding purchase order.

The warranty given above and the Customer's right of rejection shall be negated by:

(a) the Customer either making further use of the Goods that are alleged to be defective or mixing such Goods with any other
material after the time at which the Customer discovered or ought to have discovered that they are defective; or

(b) the Customer not having used or stored the Goods in accordance with any instructions provided by or through the Company.

All drawings, photographs, illustrations, performance data, dimensions, weights and the like, contained in any literature or other
material or statement supplied or made by or on behalf of the Company are supplied or made in the belief that they are as accurate
as reasonably possible, but they do not constitute a description of the Goods, nor shall they be taken as representations by the
Company nor are they warranted to be accurate. Any information relating to third party products, technology or systems contained
in any literature or other material or statement supplied by or on behalf of the Company is supplied in the belief that it is accurate,
but it is not a representation by the Company nor is it warranted by the Company to be accurate.

The Customer shall indemnify and hold the Company and partners, parents, successors, predecessors, subsidiaries, affiliates and
assigns, and all of their respective present, former and future shareholders, directors, officers, trustees, beneficiaries, employees,
agents, successors and assigns harmless against any damages to third parties or violation of any applicable law or regulation
occasioned by the incorporation of the Goods in any products of the Customer.

(I) THE COMPANY'S LIABILITY IS EXCLUDED FOR LOSS OF PROFIT OR FOR INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL LOSS OR DAMAGES; AND (II) THE ENTIRE LIABILITY OF THE COMPANY TO THE CUSTOMER
(WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE) IN CONNECTION WITH
OR ARISING OUT OF THE SUPPLY, PERFORMANCE OR LEGAL USE OF THE GOODS SHALL NOT EXCEED THE PRICE OF
THE GOODS.

11. Force Majeure

No party shall be liable to another for any failure to ship or receive Goods or for any delay in shipment or receipt of Goods when
such failure or delay shall be caused (directly or indirectly) by earthquake, fire, Hood, accident, explosion, equipment or machinery
breakdown, sabotage, any labor disturbance (regardless of the reasonableness of the demands of labor), civil commotion , riot,
general strike in ports or transport, invasion, act of terrorism, war, action or inaction of any governmental authority (whether or not
valid), shortage of labor, fuel, power or raw or finished materials, inability to obtain supplies, inability to obtain or delays of
transpor..,ta..,tion facil..,ities, any other act of God, or any event beyond the reasonable control of the party whose performance is
affected (an "Event of Force Majeure"); provided, however, that if manufacture is suspended or terminated for any of the foregoing
reasons, Customer shall take delivery of and make payment for all such Goods that have been ordered by Customer and are
completed or in process at the date of suspension or termination of manufacture. The Company shall have no obligation to buy in
the open market any article to be used in the Company's manufacture of the Goods when the supplier thereof has defaulted in
delivery, or if it would be commercially unreasonable for the Company to so purchase. If an Event of Force Majeure occurs such
that the Company is unable to perform all its then existing obligations to supply Goods and/or products (whether to the Customer
under this Contract or to any other person) the Company may allocate Goods and/or products which it can supply as it sees fit
acting reasonably.

12. Interpretation of Contract

Page 5 of 6 All trademarks, except where noted, are property of BPSI Holdings LLC ®

Number: CCIN2010577 IFF and METHOCELTM is trademark of International Flavors and Fragrances Inc. or its
affiliates. ? 2021 IFF. All rights reserved. Colorcon
(a) No forbearance, indulgence or relaxation on the part of the Company in enforcing any of the terms and conditions of the
Contract shall in any way affect, diminish, restrict or otherwise prejudice the rights or powers of the Company under the Contract or
operate as or be deemed to be a waiver of any other breach or of any other terms and conditions of the Contract by the Company.

(b) The provisions of the Contract are severable. If any provision of the Contract is held to be inoperative, unenforceable, avoidable
or invalid, such holding shall not affect the validity of the remaining provisions.

(c) This Contract shall be governed by and construed exclusively in accordance with the laws of India. All claims, disputes and
differences which may arise out of contractual commitments shall be settled in accordance with the Indian Arbitration and
Conciliation Act, 1996 and amendments up to date by a sole arbitrator agreed between the Company and the Customer. The venue
of the arbitration shall be at Mumbai, India and the language shall be English. Courts at Mumbai, India alone shall have jurisdiction
over the arbitration proceedings. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

13. Compliance with Law

Customer shall not use, sell, supply or export/reexport the Goods, or any products of Customer in which the Goods have been
incorporated in violation of any applicable sanctions, export controls, or similar regulations, including those of the United States, as
well as the jurisdiction in which it is conducting its business. This obligation survives termination of this Contract.

This is a computer generated document and does not require stamp & signature.

Page 6 of 6 All trademarks, except where noted, are property of BPSI Holdings LLC ®

Number: CCIN2010577 IFF and METHOCELTM is trademark of International Flavors and Fragrances Inc. or its
affiliates. ? 2021 IFF. All rights reserved. Colorcon