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Deed of Assignment ofBusiness with Goodwill and

Immovable PropertyTHIS DEED ! ASSIG"#E"Tmade at ___________ this ____day of ____________ 200___ between ABC Ltd, a Public Limited

Company incorporated under the Indian Companies Act, 1!"ha#in$ its %e$istered &ffice at

___________________________________________________________________________________ hereinafter

called $The Assignor%'which e(pression shall unless repu$nant tothe conte(t or meanin$ thereof be deemed to include its successors)

of the &ne Part* and +- Ltd., a Public Limited Companyincorporated under

the Companies Act, 1!", ha#in$ its %e$istered &ffice at__________________________ hereinafter called $The Assignee%

'which e(pression shall unless repu$nant to the conte(t or meanin$thereof be deemed to include its successors and Assi$ns) of the

&ther Part.

/%A34

'a) 5he Assi$nor carries on its business of manufacture and sale ofpharmaceuticals and chemicals in the name and style of &TP PHA'#A

A"D (HE#I(A)S*bein$ one of its 6i#ision and has its factory premises at7illa$e _________, 5alu8a __________, 6ist. _____________ 'hereinafter

referred to as &the said Top Pharma + (hemi,als Division*).

'b) 5he Assi$nor is sei9ed and possessed of or otherwise well and sufficiently

entitled to the immo#able property at 7illa$e _________, 5alu8a_________, 6istrict ___________ and more particularly described in the

S(HED-)E hereunder written 'hereinafter referred to as &the said

property*) and on which property the Assi$nor has constructed it:s factorypremises of the said 5op Pharma and Chemicals 6i#ision.

'c) 5he Assi$nor is also possessed of plant, machinery, e;uipment and tools

etc. 'hereinafter collecti#ely referred to as &the said plant andma,hinery*. in its said factory and is runnin$ the said factory and the

business with all necessary licenses.

'd) 5he Assi$nee is also in the business of manufacture of pharmaceuticals andother products*

'e)

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assi$nment of the said business for the consideration and upon the termsrecorded herein.

'f) By a %esolution dated ______________ of its Board of 6irectors, theAssi$nor has resol#ed to assi$n its said 5op Pharma > Chemicals 6i#ision

alon$with its name and $oodwill to$ether with its immo#able and mo#ableassets pertainin$ to the said 6i#ision to the Assi$nee upon the terms and

conditions herein contained.

'$) By a %esolution dated ___________ of its Board of 6irectors, the Assi$nee

has resol#ed to purchase the said 6i#ision of the Assi$nor, as a $oin$concern, alon$with its name and $oodwill and to$ether with its immo#able

property and mo#able assets upon the terms and conditions hereincontained.

'h) 5he parties are desirous of recordin$ the terms and conditions a$reed

between them as appearin$ hereinafter.

"/ THIS DEED ! ASSIG"#E"T /IT"ESSETHand it is hereby mutuallya$reed by and between the parties hereto as follows3

1. 5he Assi$nor hereby sells, transfers and con#eys absolutely and theAssi$nee hereby purchases, free from all encumbrances and reasonable

doubts, all and sin$ular the Assi$nor:s said &Top Pharma and (hemi,als

Division* as a $oin$ concern with effect from _______________'hereinafter referred to as $the Effe,tive Date%) alon$ with its business,

$oodwill, name, trade name, ri$hts and assets listed below 'hereinafterreferred to as &the said business*)3

'a) the freehold land admeasurin$ appro(imately _________ to$ether with

the constructed buildin$ thereon admeasurin$ _______ s;. mtrs. andmore particularly described in the S(HED-)E hereunder written and

hereinafter referred to as ?the said immovable property% to$etherwith water drawin$ ri$hts, electric power connections includin$ cable

connections from =aharashtra tate lectricity Board ub@tation tothe said immo#able property and the factory premises and all other

ri$hts directly andor indirectly attached and a#ailable to the saidimmo#able property*

'b) all fi(ed and loose plant and machinery and tools and all furniture 'fi(ed

or loose), fi(tures, fittin$s, laboratory instrumentse;uipment, spare

parts, dies, and all connected accessories thereof*

'c) all current Assets of the said business*

'd) the Assi$nor:s $oodwill of the said 6i#ision and the ri$ht to represent

the Assi$nee as carryin$ oncontinuin$ in business in succession to theAssi$nor:s said 6i#ision and to use the name of the said 6i#ision, as of

the Assi$nee:s 6i#ision*

'e) the full benefits of all patents, trade mar8s desi$ns, disco#eries,in#entions, secret processes, licenses, appro#als etc. thereof*

'f) all policies of insurance in respect of assets and business of the said

6i#ision* and

'$) the net current assets namely e(istin$ stoc8s, raw materials, finished

and unfinished products, material in process, stores, pac8in$ materialetc.

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2. &n and from the effecti#e date, all the aforesaid assets of the said businessof the Assi$nor is #ested absolutely in the Assi$nee as full owner thereof

and from the said effecti#e date, the operations of the said business is tothe account of the Assi$nee as sole owner thereof. 5he Assi$nor is e(ecutin$

the present 6eed of Assi$nment in fa#our of the Assi$nee for effecti#ely#estin$ the said assets in it as owner thereof, the Assi$nee ha#in$ the full

benefits thereof pursuant to Assi$nment hereunder.

. 5he total consideration for the sale of the said business of 5&P PA%=AA6 C=ICAL 6i#ision to$ether with

all its assets by the Assi$nor to the Assi$nee is%s. _______________ '%upees _______________________ &nly) and the

payment of the said consideration has been paid by the Assi$nee on orbefore the e(ecution hereof.

D. 5he parties co#enant that34

'a) It shall be the sole obli$ation of the Assi$nor to pay, and dischar$e all

the outstandin$ debts and liabilities of the said business as on theeffecti#e date.

'b) &n and from the effecti#e date, it shall be the sole obli$ation of theAssi$nee to meet all the debts and liabilities of the said business.

'c) If re;uired, the liabilities which cannot be separated as on the effecti#edate relatin$ to the said business shall be apportioned between the

parties.

!. 5he Assi$nee is ta8in$ o#er the ser#ices pertainin$ to the said business ofall the e(istin$ employees and wor8men as from the effecti#e date on their

e(istin$ remuneration and the terms and conditions $o#ernin$ their ser#icesand as from the effecti#e date by operation of law as also by #irtue of this

deed all such employees of the said business shall be deemed to be theemployees of the Assi$nee. owe#er, all the liabilities of the said employees

includin$ pro#ident fund, $ratuity, pension, lea#e allowance, etc. till theeffecti#e date shall be on account of the Assi$nor.

". 5he Assi$nee is entitled to $et all the business licensesstatutory appro#als

of the said business transferred in its own name.

E. In consideration aforesaid the Assi$nor doth hereby $rant, con#ey, transfer

and assure unto the Assi$nee A)) THATpiece or parcel of land to$ether

with structures standin$ thereon and more particularly described in theC6

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e#ery of their ri$hts, members and appurtenances 'all which are hereinaftercalled &the said premises*)-"T A"D T THE -SEand benefit of the

Assi$nee for e#er A"D THAT it shall be lawful for the Assi$nee from time totime and at all times hereafter peaceably and ;uietly to hold under upon

occupy, possess and enGoy the said premises hereby $ranted, con#eyed,transferred and assured with their appurtenances and recei#e the rents,

issues and profit thereof and of e#ery part thereof to and for its own useand benefit without any suit, lawful e#iction, interruption, claim and demandwhatsoe#er from or by the Assi$nor or its successors and assi$ns or any of

them from or by any person lawfully or e;uitably claimin$ or to claim by

from under or in trust for them or any of them A6 5A5 free and clear andfreely and clearly and absolutely ac;uired, e(onerated, released and for

e#er dischar$ed or otherwise by the Assi$nor well and sufficiently sa#ed,defended, 8ept harmless and indemnified of from and a$ainst all former and

other estates, title, char$es and encumbrances whatsoe#er either already orhereafter had made, e(ecuted, occasioned or suffered by the Assi$nor or by

any other person or persons lawfully or e;uitably claimin$ or to claim byfrom under or in trust for them A"D !-'THE'that the Assi$nor shall and

will from time to time and at all times hereafter at the re;uest and cost of

the Assi$nee do and e(ecute or cause to be done and e(ecuted all suchfurther and other lawful and reasonable acts, deeds, matters, thin$s,con#eyances and assurances in law whatsoe#er for the better further and

more perfectly and absolutely $rantin$ unto and to the use of the Assi$neein manner aforesaid as shall or may be reasonably re;uired by the Assi$nee

its successors or assi$ns or its or their Counsel in law for assurin$ the saidpremises and e#ery part thereof hereby $ranted, con#eyed, transferred, and

assured unto and to the use of the Assi$nee in manner aforesaid.

H. Pursuant to the aforesaid, the Assi$nor doth hereby a$ree to indemnify and8eep indemnified the Assi$nee and its successors a$ainst all loss, char$es,

costs and e(penses it may incur or suffer on account of Assi$nor:s liability of

the said business prior to the effecti#e date.

. 5he Assi$nor declares and has represented to the Assi$nee that3@

'a) the Assi$nor is the sole and absolute owner of the said business as also

of immo#able and mo#able properties thereof referred to abo#e and hasabsolute and sole ri$ht to hold, use, occupy and possess the same.

'b) the said property, the said business and all its assets are free from all

claims and encumbrances and reasonable doubts of any naturewhatsoe#er and the same are not attached either before or after

Gud$ment or at the instance of any ta(ation authority or any otherauthorities and the Assi$nor has not $i#en any underta8in$s to the

ta(ation authorities or any authorities so as not to deal with or disposeof the ri$ht, title and interest in the said propertybusiness.

'c) the Assi$nor has not entered into any arran$ement, a$reement orcommitment in respect of the said propertybusiness nor created any

third party ri$hts for the same or any part thereof.

'd) or effecti#ely transferrin$ the said business and its: assets in terms of

this 6eed of Assi$nment, the Assi$nor shall at all material times, asmay be reasonably re;uired by the Assi$nee, e(ecute all necessary

writin$s, deeds, declarations etc. at the cost of the Assi$nee.

10. All the cost of transfer includin$ tamp 6uty, %e$istration Char$es, and

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ales 5a( 'if any) shall be borne and paid by the Assi$nee alone. ach partyshall separately pay their ad#ocatessolicitors professional char$es.

11. 5he Assi$nor shall ha#e the pro#ision and the terms and conditions of thepresent 6eed of Assi$nment accepted at its ne(t Annual Jeneral =eetin$.

owe#er, the pro#ision of this Clause shall in no way affect the ri$hts of theAssi$nee deri#ed under the present 6eed of Assi$nment.

12. 5he Parties hereto shall comply with all the pro#isions of the Company Lawand other applicable laws to the transaction.

1. In the e#ent of any dispute arisin$ between the parties hereto and which

cannot be mutually resol#ed within a reasonable time* the same shall bereferred to the Arbitration under the pro#isions of 5he Arbitration and

Conciliation Act, 1" or any other pre#ailin$ Arbitration law. 5heArbitration shall be held in the city of ______________.

1D. 5he Courts at ______________ alone shall ha#e Gurisdiction to try and

entertain all disputes between the parties hereto.

THE S(HED-)E AB0E 'E!E''ED T

'Ji#e detailed description of the properties includin$ structures)

I" /IT"ESS /HE'E!the parties hereto ha#e e(ecuted these presents and a

duplicate thereof the day and year first hereinabo#e written.

5he C&==& AL of the withinnamed )

ABC LI=I56 was hereunto affi(ed )

pursuant to the %esolution of its )

Board of 6irectors passed in that )

behalf on the ___ day of ____ 200___, )

in the presence of ________________ )

6irector and in the presence of _____________ )

_____________, the secretary of the company )

and in the presence of )

/itness3

1.

2.

5 C&==& AL of the withinnamed )

Assi$nees +- LI=I56 was hereunto )

affi(ed pursuant to the %esolution )

of their Board of 6irectors )

passed in that behalf, on the )

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______ day of _________ 200__ in the )

presence of '1) _____________________, )

=ana$in$ 6irector and '2)____________ )

6irector and in the presence of _________ )

/itness31.

2.

'E(EIPT

%CI76 the day and year first hereinabo#e written of and from thewithinnamed Assi$nee an a$$re$ate sum of %s. ________________@ '%upees

_________________ &nly) as within mentioned bein$ the full and final considerationas under34

/ A %CI76

ABC LI=I56

6I%C5&%'AIJ&%)

/I53

1.

2.