DISTRIBUTORSHIP AGREEMENT

THIS AGREEMENT is made this day of by and between Reichindia Bio-Application Ltd., a company registered under the Companies Act 1956, hereinafter referred to as the Company, and having its registered office at #203, Sri Sai Sampada Plaza, street no.6, Habsiguda, Hyderabad-500 007. (Which expression shall unless repugnant to the context or meaning thereof will mean and include its successors and permitted assigns) of One Part; AND M/s. , a sole proprietorship firm represented by Mr. having its office at , hereinafter referred to as the Distributor (which expression shall unless repugnant to the context or meaning thereof will mean and include their heirs, successors and legal representatives) of the Other Part. WHEREAS A) The Company, inter alia, carries on the business of manufacturing/ marketing/distributing veterinary products (hereinafter referred to as the Products). B) The Distributor has requested the Company to appoint them as a Distributor for the Products manufactured/marketed/distributed by the Company, and the Company has agreed to do so on the terms and conditions hereinafter appearing. NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. PRODUCTS a) This Agreement is in respect of the veterinary products, manufactured/marketed/ distrusted by the Company. However, the Company reserves the right to decide as to category of the Products which the Distributor shall distribute in terms of this Agreement from time to time and make any changes therein as it deems fit. b) The Distributor shall undertake to sell the Products at all times only in the original packing specified by the Company and with the Companys original labels affixed thereon and not tamper with the packing or labels supplied by the Company. c) The Distributor shall undertake to sell the Products only under the original brand name of trademarks and without any modification, alternation or deletion of any kind on the Products/packs or any of their components, and without changing their packaging or appearance or means of identification.

d) The Company shall at all times have the right to change the composition, appearance or presentation of the products and the same shall be intimated to the Distributor by the Company. e) The Distributor shall undertake to inform the Company of any apparent defect found immediately on receipt of the Products. f) The Distributor shall undertake to maintain at all times a stock of the Products sufficiently large to be able to make prompt deliveries to its clients. 2. SELLING PRICE From time to time, the Company shall indicate to the Distributor about the recommended maximum retail prices (MRP) of the Products and declare such MRP on the products. The Distributor will be free to sell the Products at any prices lower than the declared MRP but in no case higher than the declared MRP. The Distributor shall purchase the Products from the Company at the prices indicated in the Companys price list from time to time. Such prices will be subject to periodic change and will be those applicable at the time of delivery. The Company shall forward the Companys current Distributor price list also indicating MRP from time to time to the Distributor. The Products will be sold in lots applicable to the particular products as set out in the price list. The order shall be placed by the Distributor in writing on its letterhead and the sale and supply will be made depending on the availability of the Products. The Company shall have the right to modify the prices at any time. The parties agree that the Company shall not be held responsible for any loss/damage caused due to revision in prices by the Company on account of fluctuation in the cost of production/transportation cost/excise duties and other levies as well as other factors influencing the cost of production. 3. DELIVERY The Company shall deliver the Products to the Distributor at the address specified by the Distributor (first point of selling). In such event, the Companys liability shall cease when the goods are delivered by the Company to the Distributor at the specified place (first point of selling). In case of ex-godown delivery as an emergency, the Companys responsibility ceases ones goods are delivered to the carrier. It is specifically agreed that Distributor shall be deemed to have accepted the Products when the Products have been delivered to the Distributor or Distributor retains the Products without intimating to the Company that Distributor has rejected the Products. It is specifically agreed between the parties that when the Company is ready and willing to deliver the Products and request the Distributor to take delivery and

Distributor, within a reasonable time after receiving such requests, fail to take delivery of the Products, the Distributor is liable to the Company for any loss occasioned by the neglect or refusal of Distributor to take delivery and also for a reasonable charge for the care and custody of the Products. 4. MAINTAINANCE OF RECORDS The Distributor shall submit to the Company from time to time in such form and manner as may be required by the Company (a) the statements and reports showing the periodic sales and stocks register (b) the original orders from the customers in support of the said invoice thereof and (c) statistical information pertaining or relating to the Products as well as any useful information on the market conditions and on the competition in respect of the Products. The Distributor shall maintain a record of all its secondary sales as well as a record of dealer sales. 5. NOT AN AGENCY This Agreement does not designate the Distributor as the Companys agent in any manner whatsoever and, unless, expressly authorized by the Company in writing in that behalf, the Distributor is not authorized to represent the Company or create any liability on behalf of the Company or make any representation to any third party on the companys behalf. It is clearly understood that the relationship between the Distributor and the Company shall be on a Principal to Principal basis. All sales will be made by the Distributor at its own risk and responsibility and not as the agent of the Company. 6. TERMS OF PAYMENT The Distributor will make payment to the Company for the Products purchased in accordance with the terms of payment stated in the Companys invoices. For credit terms, which are agreed by the Company and are stated in any invoice, if the payments are not made within the period stipulated for the payments in the said invoice the Company shall, without prejudice to any of its other rights and remedies including the right to terminate this Agreement, be entitled to charge interest on the amount so due at the rate of 12% per annum from the date of expiry of the period of credit till the date of payment. It is clarified that the obligation to pay interest does not permit the Distributor to delay payment beyond the stipulated period of credit. It is specifically agreed between the parties that on account of non-payment of whole of the price by the Distributor the consequences of such non-payment would ensue wherever the Company is carrying on business.

7. SALES PROMOTION Activities of the Distributor The Distributor shall undertake to do the following: (a) Use its best efforts to promote sales vigorously and to distribute successfully, so as to maximize the sales of the Products in the Territory,; (b) Establish its own organization suitable for the distribution of the Products in the Territory, in order to maximize sale of the Products; (c) Use its best efforts to ensure that the high quality, prestige and reputation standards of the Products are enhanced by all persons involved in the distribution up until, and including, their sale to final customers. (d) Use its best efforts to promote the sale of the Products. It shall however comply with the Companys directives. Apart from adequate stock keeping, it is clearly understood that the Distributor shall engage itself in active selling, and in general, contribute to the best of its ability to the promotion of sales of the products. The Distributor shall do everything possible to promote the closest co-operation with its representatives and the Company. The Distributor shall at all times and at its own risk and responsibility, maintain sufficient stocks of the Products, to ensure the fulfillment and execution of all orders from the customers, without delay, so that the demand for the Products is fully and adequately met. The Distributor shall strictly adhere to the Companys marketing plans, promotions, campaigns, policies and procedures. Any deviation from such plans and promotions should have the prior written approval of the Company. The Distributor shall, however, not give any cash advances to any employee of the Company. In spite of this specific instruction, if the Distributor gives any cash advance to any employee of the Company, it shall be at the sole liability & responsibility of the Distributor itself and the Company shall not, in anyway, be held liable or accountable for the same. 8. TAXES The Distributor shall bear and pay all applicable taxes including sale tax, terminal tax, excise duty, VAT, and any other tax, cess or impost which may be levied upon the sale of the Products. In case of inter state supplies made by the Companys C&F agent, it is the sole responsibility of the Distributor to submit the C-Form at each quarter ending for that quarter, against which the applicable CST will be reimbursed vide credit note to the Distributor. However in absence of C-Form submissions, a debit note shall be raised towards tax difference and penalty, if any will be levied. 9. TERM AND TERMINATION

(i)

The appointment of the Distributor under this Agreement shall commence with effect from February 2011 and shall remain in full force and effect till 31st December, 2013, subject, however, to the provision of sub-clause (ii) and (iii) hereunder. On the expiry of the aforesaid initial period, the Parties shall have the option of renewal of this Agreement; and accordingly, the Parties may renew the term of this Agreement, after giving one months written notice in advance, for such further period and on such terms and conditions as mutually agreed between the parties by exchange of a letter to that effect duly signed and accepted by the Parties. Notwithstanding anything contained hereinabove, either party may terminate this Agreement by giving 3 (three) months prior written notice to the other party, without assigning any reasons therefore and without being liable to pay any compensation whatsoever for such earlier termination. However, the Company reserves the right to terminate this Agreement forthwith without assigning any reason and without payment of any compensation: (a) In the event the Distributor committing a breach of any of the terms and conditions of this Agreement. Such termination shall be without prejudice to any other remedy which the Company may have against the Distributor and the Distributor shall not be entitled to any compensation or payment of any kind whatsoever on account thereof nor shall the Company be liable to take back the Products sold by the Company to the Distributor. (b) If there is any change not acceptable to the Company in the constitution in the partnership/proprietor/Company of the Distributorship firm. (c) If for any cause the Distributor is prevented from performing any of its obligations under this Agreement. (d) If the Distributor is guilty of any conduct which in the opinion of the Company is prejudicial to the Companys interest. (e) If the Distributor assigns or purports to assign the burden or benefits or change the benefits of the Agreement without the consent in writing of the Company. (f) If the Distributor or any of the partners is declared insolvent or commit any act of insolvency or compound with or enter into a scheme of compromise with its creditors. (g) If the Distributor is charged with committing breach of any law of India or any part thereof.

(ii)

(iii)

Upon the termination of this Agreement, the Company shall not be liable to the Distributor of any other third party for compensation, reimbursement or damages : (1) either on account of present or prospective profits on sales or anticipated sales of the Distributor; (2) on account of expenditures, investments or commitments made in connection herewith or in connection with the establishment, development or maintenance of the business or goodwill of the Company or on account of any other cause whatsoever. 10. TERRRITORY

The area of operations of the Distributor will be mainly in the assigned territory as agreed mutually. However, this area will not be exclusively assigned to the Distributor, and the Company shall be free to sell the Products directly to any person in the Territory or to appoint other Distributor(s) within the Territory. The Company hereby reserves its right and shall be entitled to; a) Appoint any other person as its Agent(s), Distributor(s), Dealer(s), or Representative(s), for the sale and distribution of the Products, and b) Sell the Products directly to any customer, whatsoever. The Distributor shall not be entitled to any kind of commission and/or compensation in respect of the sales directly made by the Company. 11. LEGAL REQUIREMENTS

It will be the responsibility of the Distributor to apply for and to maintain in full force and effect, all licenses and permissions under all the applicable Statutes and the rules prescribed thereunder to possess, store, deal in and dispose of the Products. the Distributor shall also abide by all laws of the land in force from time to time. 12. NOTICES

All notices, letter and other communications sent by the Company to the Distributor at the address provided by the Distributor shall be deemed to have been received by it in the normal course of transmission. This address will continue to be valid until a new address is notified by the Distributor to the Company in writing. All notices, letters and other communication shall be served writing either by hand delivery against acknowledgment or by prepaid registered post or by courier or by fax. Any notice, letter and other communication shall be deemed to be received on the date of delivery, or if mailed, on the 10th day from the date of dispatch or if faxed, on the date when the facsimile reports that the transmission is complete. 13. INTELLECTUAL PROPERTY RIGHTS

The Distributor shall not directly or indirectly, during and after the term of this Agreement use in any manner the signature, monogram, or any other trademark or name that is now or may hereafter be owned by the Company or any of its Group company or affiliates, except in a manner and to an extent that the Company may consent to in writing. If any trademark or name is used in any way with the express written approval of the Company, the Distributor on the termination of this Agreement shall discontinue such use and shall not, thereafter, use any name, title, or expression in connection with any business in which it may thereafter be engaged which in the judgment of the Company, so nearly resembles any trademark or name owned by the Company or any of its Group company or affiliates, as may be likely to lead to confusion or uncertainty on the part of the public. The Distributor shall without any delay inform the Company about spurious products/infringement of trademarks of the Company or any of its Group company or affiliates. 14. CONFIDENTIALITY

The Distributor shall not directly or indirectly, divulge, communicate, use to the detriment of the Company or for the benefit of any person or persons, or misuse in any way, any information or trade secrets of the Company, such as, but not limited to personnel information, secret processes of technical data. The confidentiality obligations of the Distributor shall subsist during the continuance of this Agreement (and any renewal/extension thereof) and shall survive for a further period of 5 years from the date of expiration or termination thereof. 15. DISHONOURING OF CHEQUES/PAYMENT INSTUMENTS

In case of any cheque(s) of the Distributor being dishonored, the Company reserves the right to terminate and cancel the Agreement without any prior notice or intimation whatsoever apart from imposing a penalty that may be applicable from time to time. The Company also reserves its right to take legal action against the Distributor.

16.

SECURITY DEPOSIT

The Company may, at its own discretion, require the Distributor deposit, at any time during the tem of this Agreement, such amount as it may deem fit (security deposit) to secure its due performance of the terms and conditions of this Agreement. The security deposit shall stand forfeited in the event of the Distributor committing any breach of any of the terms and conditions of this Agreement, including non-payment of the Companys invoice(s). Security Deposit will bear

interest at the rate fixed by the Company @ 6% per annum (calculated on simple interest basis) 17. BANK GUARANTEE

The Company at its discretion may, on specific request made by the Distributor, allow it to substitute the aforesaid security Deposit by a Bank Guarantee to be given by any Scheduled Bank, in terms of a draft to be approved by the Company. The right to enforce the Bank Guarantee shall vest in the Company. The Distributor shall not dispute enforcement of the Bank Guarantee in accordance with its terms. 18. The Products once sold and supplied to the Distributor shall not be accepted by the Company under any circumstances except, in the eventualities mentioned in clause 19. The Company shall not be responsible to take back the expired/damaged/soiled stocks. Distributor shall be responsible for disposal of expired/damaged/soiled stocks that are received from its customers/channel in an environment friendly manner as may be specified by the State/Central Government. However, if the Distributor does not have the necessary facilities or is not technically competent to follow the directions of the State/Central Government, the Distributor may, at his own cost, forward the said expired/damaged/soiled stocks to the Company for disposal. The cost for the disposal of expired/damaged/soiled stocks shall be borne by the Distributor. 19. The Distributor shall be entitled to make any claim in respect of any shortages in quantity, leakage or loss/damage in transit of the goods sold and delivered to it only if all such claims are submitted to the Company in writing within 30 days from receipt of the particular consignments of the Products. The Company shall not be liable for any direct or indirect defect, loss or damage or shortage of whatsoever nature, in or to the Products, unless it is proved that the Products were damaged prior to the date of delivery thereof to the carrier by the Company. For all stocks sold to the Distributor where in 50% or more remains unsold further beyond 90 days from date of Invoice-thereby termed as Non-moving or Slow Moving stocks- the Company may consider the request of the Distributor on a case to case basis to take back the stocks. However, it is clarified that the Company is out obliged to take back such stocks from the Distributor and any decision in this regard shall be entirely at the discretion of the Company. 20. The Distributor shall not make or give any representations or warranties in respect of the Products to the customers other than those authorized by the Company in writing from time to time.

21.

CREDIT LIMITS

The Company will intimate to the Distributor on the credit limit that can be availed by the Distributor as well as the credit term that the Distributor would enjoy in case of local & outstation sale. The Companys policy as regards the credit limits may change from time to time. Any extra credit limit will be subject to the prior approval in writing from the Companys sales Office/Zonal Office/Head Office. Company reserves the right to amend credit terms from time to time without intimating and assigning any reasons to the Distributor. 22. The Distributor shall not do any cash transactions with the Field Staff of the Company unless the concerned Field Staff is specifically authorized by the Companys authorized persons, whose names will be intimated to the Distributor. If any cash transaction is entered into by the Distributor without the specific approval of the Company, the Distributor shall not hold the Company liable for any loss suffered by them and the Company will not entertain any claim(s) from the Distributor in this regard. It is specifically agreed between the parties that all accountability of money would be at the head office of the Company situated at Reichindia Bio-application Ltd., #203, Sri Sai Sampada Plaza, Habsiguda, Hyderabad-500007 or at any of the branch/regional/zonal offices wherever such branch/regional/zonal offices are situated. 23. STEWARDHIP

It is understood by the parties that the Company follows a strict rule covering product promotion. All Distributors with whom the Company has entered into Distributorship Agreement are required to adhere to product(s) listed on the label and leaflet accompanying the Product(s). 24. DOCUMENTS

The Distributor shall at the time of entering into this Agreement or immediately thereafter submit to the Company such documents as may be requested for by the Company like copy Partnership Deed, Profit and Loss Account and Balance Sheet for prior years, name of its bankers etc. the Distributor shall also provide the following documents at the time of entering into this Agreement and subsequently, whenever there is any change in any of the aforesaid documents. A) Any License/Permission, as the case may be. B) Bankers name, address and Distributors Bank Account No. and a letter of introduction from the Bank verifying the constitution of the firm, address, signatures of the authorized signatory along with details of its Banking arrangement. C) State & Central Sale Tax Registration Nos. and /or VAT Registration No., as the case may be. D) Permanent Account Number (PAN) E) Partnership Deed/Memorandum % Article of Association/Board Resolution.

F) Profit & Loss Account and Balance sheet The Distributor hereby undertakes to keep all the license/permissions required as per the law, renewed well on time. As and when the Company sends the letter towards Balance confirmation to the Distributor, the Distributor shall sign and return the same to the Company within a time specified in the said letter along with the queries/disagreements, if any. 25. PROHIBITION AGAINST RE-FORMULATION OF THE PRODUCTS

The Distributor will under no circumstances break open the packages, containing the Products and re-sell them in their existing form or re-formulated, mixed or blended with any other goods. The Distributor shall not manufacture, distribute, sell, offer for sale, display, advertise, promote any products counterfeiting or imitating the Products and/or infringing any Intellectual Property Rights related to the Products of the Company. The Distributor will expressly undertake to use, in good faith, its best efforts to have the local retailers comply with this section. It is expressly agreed that in the event of breach of this section by the Distributor, the Company shall have the right to terminate this Agreement with immediate effect. 26. ASSIGNMENT

This Agreement and the rights and benefits thereunder shall not be assigned or be assignable by the Distributor without the previous written consent of the Company. 27. RECORDS

The Distributor shall keep proper records of the stocks of the Products and these records will be open for inspection to the Companys representatives as and when required. 28. In case of any change in the status of the Distributor from proprietorship to partnership or vice versa, it should be communicated to the Company immediately for updating its records. 29. SUPERSESSION OF OTHER AGREEMENTS

There are no representations, terms, conditions or obligations oral or written, express or implied, other than those contained herein. This Agreement embodies the entire understanding, in respect of the transactions contemplated herein, between the parties and supersedes all previous agreements. The parties also agree that notwithstanding anything contained in the distributorship agreement(s) entered into between the parties hereto prior to this Agreement; such earlier distributorship agreement(s) shall stand automatically

terminated immediately on signing of this Agreement; Provided, however, that all claims and liabilities incurred under such earlier distributorship agreement(s) shall subsist and be binding on the parties. The parties hereby expressly agree that all disputes or differences whatsoever arising between the parties hereto out of or relating to the construction, meaning or operation or effect of such earlier distributorship agreement(s) or breach thereof shall be settled in accordance with provisions of clause 33 ARBITRATION of this Agreement notwithstanding anything to contrary contained in such earlier distributorship agreement(s) or any supplemental agreement(s) thereof. 30. SEVERABILITY

This Agreement is subject to the restrictions, limitations, terms and conditions of all applicable governmental regulations, approvals and clearances. If any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof, and this Agreement shall be interpreted and construed as if such term or provision, to the extent same shall have been held to be invalid, illegal or unenforceable, had never been contained herein. 31. RELATIONSHIP

Except as otherwise specifically provided herein, nothing contained in this Agreement shall be deemed to constitute a relationship of partners or of principal and agent between the parties. 32. NON-WAIVER

Waiver by either party of any breach of or failure to comply with any provision of this Agreement shall not be construed as or constitute a continuing waiver of, or waiver of any other breach of or failure to comply with, any provision of the Agreement. 33. ARBITRATION

All disputes or differences whatsoever arising between the parties hereto out of or relating to the construction, meaning or operation or effect of this Agreement or breach thereof shall be settled by arbitration in accordance with the Rules of Arbitration and Conciliation of the Hyderabad Chamber of Commerce and Industry, Hyderabad, and the award made in pursuance thereof shall be final & binding on the Parties. The arbitration shall be conducted in English and the venue of arbitration shall be Hyderabad. The cost of the arbitral proceedings shall be borne equally by both the parties. 34. FORCE MAJEURE

The Company shall incur no legal liability whatsoever if at any time it is unable to supply the whole or any part of the goods for reasons beyond its control including but not limited to acts of God, Acts of State, Government orders or restrictions, war like conditions, hostilities etc. In such case the Company shall be the sole judge to decide and the same will be binding on the Distributor. 35. MISCELLANEOUS

(a) This Agreement may be amended, altered and superseded only by a written instrument executed by both parties. (b) Whenever there is a change in the constitution of the concern/firm/company, as the case may be of the Distributor, the same shall be immediately informed to the Company with necessary documentary proof thereof by the Distributor. The successor-in-title/legal heir of the Distributor shall be equally liable for the outstanding amounts payable to the Company, by his predecessor. Similarly, where the Distributor is a firm, the outgoing partner(s) shall continue to be liable for any acts done by the firm before such partner(s) ceases to be the partner of such firm. (c) Titles of captions of Clauses and Sections contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Agreement of the intent of any provision hereof. 36. BAYERS CODE OF CONDUCT FOR ASSOCIATES

The Distributor shall adhere to Bayers Code of Conduct for Associates (AppendixCOCFA), which forms a part of this Agreement.

APPENDIX COCFA CODE OF CONDUCT FOR ASSOCIATE Bayers quest for competitive excellence begins and ends with its commitment towards not only compliance with law but also ethical principles in order to maintain its high business standards. Bayer has devised the following Code of Conduct which is applicable to the key stake holders such as manufacturers, suppliers, marketers, dealers, distributors, agents, transporters, consultants, customers, clients and service providers and all other business partners of Bayer (hereinafter referred to as Associates). While Bayer appreciates the internal guidelines of all Associates and its compliance, Bayer also desires that the Associates should fully understand its Code of Conduct in true spirit of its intern and words and strictly comply with the same. NO CONFLICT OF INTEREST- separation COMMITMENT TO FAIR COMPETITION-no of corporate & personal interests Antitrust violations

Conflict of interest arises when the interest or benefits of one person or entity conflict with the interests or benefits of Bayer. Any business relationship with Bayer must be formed on the basis of objective criteria such as price, quality, reliability & product suitability. Associates must disclose any existing or potential conflict of interest while entering into or during the course any arrangement with Bayer.

Bayer prohibits any actions, informal talks or agreements which intend to restrict competition. Bayer expects the Associates to appreciate Bayers concerns for fair competition and ensure that no antitrust violations take place in their dealing with Bayer.

Bayer forbids collusion among competitors and anticompetitive arrangements among suppliers and customers. Bayer and the Associates shall exhibit full transparency in their dealings with each other in order to Associates must not influence business strictly follow the principles of fair dealing by offering inappropriate competition. gifts/entertainment to employees of Bayer. INTEGRITY IN BUSINESS DEALINGS- no PRINCIPLE OF SUSTAINABILITY-no risks corrupt practices for human health and environment Bayer has ZERO TOLERANCE towards Corruption. No amount of potential additional revenues can justify illegal business practices and hence, the Associates must not offer or accept an advantage with the intention to do something dishonest, illegal of to breach trust. Bayer competes solely on an honest, objective basis and does not make unethical business dealings. Bayer employees and the Associates must not attempt to unlawfully influence business partners, government authorities or public servants through favors or other advantages which are construed to be corrupt practices. PROTECTION OF HUMAN healthy working environment Bayer acknowledges its duty towards sustainable development and helps in meeting the economic, ecological and social needs of the present and future generations. All its Associates shall also provide its employees with a safe and healthy workplace in compliance with all applicable laws and regulations. Associates shall support environmental protection, judicious consumption of energy and raw materials in production and also minimization of the hazardous impact of the development, production, use and disposal of any products and services on the ecological environment.

RIGHTS- IP RIGHT & CONFIDENTIALITYprotecting and respecting the legal rights Bayer strictly complies with prohibitions on engagement of child labour. Associates must The results of Bayers scientific research and prohibit employment of child labour and fully technical development work are extremely comply with the provisions of applicable valuable assets. Bayer is committed to

factory/labour laws.

protect the fruits of its own endeavors and respecting the legally recognized rights of Bayer does not tolerate any behavior that others. Associates shall respect the might harass, disrupt or interfere with the intellectual property rights of Bayer including ability of a person, Sexual harassment in any its patents, trademarks, copyrights, form is totally intolerable. There shall be no proprietary information and trade secrets use of abusive or offensive language. and shall not use the same unless Associates shall not use any forced or specifically authorized by Bayer in this involuntary or bonded labour. regard. Bayer provides equal opportunity to all its employees and treats them with respect and dignity. Associates shall not adopt discriminative policies on the basis of race, religion, age, nationality, social or ethnic origin, gender, disability, political opinion etc. Associates must treat any proprietary or confidential information of Bayer as highly confidential and protect business data against unauthorized access. Care should be taken to avoid any unintentional transfer of confidential information of infringement of intellectual property rights through negligent handling of the same. LAWSno

PROPER RECORDS & INFORMATION- UPHOLDING COMMERCIAL transparent reporting & communication export-import violationBayer expects its Associates to maintain accurate records and not to suppress or distort any material facts. Associates must maintain documents and records as per the applicable legal standards and preserve the same so long as the same are required under the relevant statutory provisions. Bayer propagates transparency in all its dealings and is fully accountable to the appropriate authorities. Associates responsible for dealing with any statutory authorities should communicate information completely, correctly and in a timely manner.

Bayer is committed to uphold all domestic and international commercial and trade laws. Bayer supports the efforts of the international community to prevent the manufacture and proliferation of chemical, biological and nuclear weapons. All Associates are required to observe the restrictions and bans on domestic and international trade in listed goods, technologies and services. All Associates must also respect the trade bans and restrictions that are part of international embargos and efforts to combat terrorism.

Reporting Violation Violation of this Code of Conduct or any apprehension thereof shall be reported forthwith to the concerned Bayer representative so as t enable him to initiate suitable action in that regard. Contact for Further Information

For any queries, concerns or clarification on this Code of Conduct, the Associates are requested to contact the concerned Bayer representative or Bayers Legal Department at its Registered Office.

IN WITNESS WHEREOF the parties have set their hands/seal on the day, month and year mentioned above. SIGNED AND DELIVERD for and on behalf of the withinnamed Company Bayer Reichindia Bio-Application Ltd. by Name: Title: In the presence of (witnesses): 1. 2. SIGNED AND DELIVERD for and on behalf of the withinnamed Distributor M/s.___________________________by Name(s):________________________, Title(s):__________________________

In the presence of (witnesses): 1. 2.