EXHIBIT 10.22


             


            
            DISTRIBUTION AND SALE AGREEMENT


             


            
            BETWEEN


             


            
            CARACO PHARMACEUTICAL LABORATORIES LTD


             


            
            AND


             


            SUN
            PHARMACEUTICAL INDUSTRIES LIMITED


             


            THIS
            DISTRIBUTION AND SALE AGREEMENT ("Agreement"), made this 29th day of January 2008, by
            and between CARACO PHARMACEUTICAL LABORATORIES LTD, a Michigan corporation
            (“Caraco”), having its Registered Office at 1150 Elijah McCoy Drive,
            Detroit, MI 48202, U.S.A. and SUN PHARMACEUTICAL INDUSTRIES LIMITED, an Indian
            corporation (“Sun”) having its Registered Office at SPARC, Tandalja,
            Vadodara (Gujarat)_India 390 020 and a place of business at Acme Plaza, Andheri - Kurla
            Road, Andheri (East), Mumbai – 400059.


             


            
            WHEREAS, Sun is a leading Pharmaceutical company which manufactures,
            markets and distributes pharmaceutical preparations in India and foreign countries and
            wishes to market a certain product(s) in the U.S. territory, including Puerto Rico (the
            "Territory").


             


            
            WHEREAS Caraco is interested in the distribution and sale of the
            paragraph IV filing products listed in Schedule A to this Agreement, and any such other
            products as may be added from time to time by mutual written agreement of the parties
            (hereinafter referred to as the "Products") in the Territory.


             


            
            WHEREAS Caraco represents that it has a business organization and the
            management, personnel, proper distribution set-up and all the other facilities
            necessary to carry out its obligations in the Territory arising as a result of this
            Agreement.


             


            NOW,
            THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
            hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
            follows:


             


            
                	
                            
                            1.

                        	
                            
                            LICENSE TO MARKET OF PRODUCTS BY SUN TO
                            CARACO.

                        


            


            
             


            
                	
                            
                            1.1

                        	
                            
                            APPOINTMENT. Sun hereby appoints Caraco as Distributor
                            for the Products in the Territory. Future Products under this Agreement
                            will be added upon mutual agreement of both parties. However it is
                            understood that whether to offer future Para IV Products to Caraco for
                            inclusion under this Agreement will be at the sole discretion of
                            Sun.

                        


            


            
             


            
                	
                            
                            1.2

                        	
                            
                            LICENSE TO SELL PRODUCTS. During the term of this
                            Agreement, Sun, pursuant to the terms and conditions set forth herein,
                            hereby grants to Caraco the exclusive right to

                        


            


            
             


            


            
             

            
            

            

            
             


            
            market, advertise, promote, distribute, sell and offer to sell the
            Products in the Territory (the “License”).


            
                	
                            
                            1.3

                        	
                            
                            MANUFACTURE AND SUPPLY OF PRODUCTS; RISK OF LOSS;
                            TITLE.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Sun shall manufacture and produce each Product in
                            accordance with all applicable laws and regulations and Current Good
                            Manufacturing Practices (defined below), which for the purposes of this
                            Agreement means in accordance with those current good manufacturing
                            regulations established in 21 CFR Parts 210 and 211, as such sections,
                            from time to time, may be amended or supplemented, or any successor
                            provisions. Caraco shall have the right, but not the obligation, to
                            conduct audit or inspect any of the manufacturing facilities of Sun
                            from where the Products are being supplied for the purpose of its
                            evaluation by providing advance notice of five (5) working days to
                            Sun.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            Sun shall supply to Caraco and Caraco shall purchase
                            from Sun the Products in finished form, packed and labeled as agreed
                            upon between the parties. The Products shall be distributed by Caraco
                            in the Territory under trademarks owned by Sun (which are listed in
                            Schedule A and hereinafter called the "Trademarks"), in Sun’s
                            design in accordance with the terms of the F.D.A. and other
                            governmental registration(s) and with all remarks required by
                            governmental institutions as timely instructed and informed by
                            Caraco.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Should any Product(s) not be allowed to be sold or
                            marketed by any regulatory authorities and Sun does not file any appeal
                            with the appellate authorities within the permitted appeal time, Caraco
                            will have the full right to return any and all unsold Products to Sun,
                            at Sun’s expense. Should Sun determine that it will not launch
                            the product in the US then Caraco has full right to return the Product
                            back to Sun.

                        


            


            
             


            
                	
                            
                            1.4

                        	
                            
                            MARKETING OF PRODUCTS. Subject to any limitations
                            imposed as a result of its financial condition, Caraco shall use its
                            best efforts, consistent with Caraco's usual customary practices, to
                            market each Product in the Territory, and provide marketing personnel
                            and such other capabilities as are reasonably appropriate.
                            Notwithstanding anything else herein to the contrary, Caraco shall have
                            full authority to determine the methods of marketing and selling the
                            Products and the discounts and terms of sale to its customers. However,
                            Sun reserves the right to specify a minimum threshold price at which
                            Caraco will not sell or market below. In the event that the specified
                            Product price is not competitive, the parties will work together to
                            lower the market share requirement set forth in Section 1.5 below
                            accordingly.

                        


            


            
             


            
                	
                            
                            1.5

                        	
                            
                            CARACO TO OBTAIN FAIR MARKET SHARE. Caraco shall obtain
                            its fair market share. Fair market share is considered an equal
                            percentage of share which is calculated by dividing the total share
                            available by the number of generic manufacturers that Caraco is
                            competing against provided that Sun has the Product available and has
                            gained FDA approval on the first day of launch or the day that the
                            brand patent expires. Should Sun

                        


            


            
             


            
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            not provide Products on the first day of launch or the day that the
            brand patent expires then Caraco will obtain its fair market share by the second year
            of distribution in the Territory, excluding Products under the Narrow Therapeutic
            category or NTIs which historically are difficult to obtain share. If there is no other
            generic manufacturer other than Sun during the exclusivity period of the Product then
            fair market share is considered to be an agreed upon percentage of market share of the
            innovator Product. Should Caraco not obtain its fair market share then Sun reserves the
            right to terminate this Agreement as to that particular Product.


            
             


            
                	
                            
                            1.6

                        	
                            
                            NO ACTIVITIES OUTSIDE OF THE Territory. Caraco shall not
                            make, use or sell, or grant rights to others to make, use or sell the
                            Product outside the Territory without the written consent of
                            Sun.

                        


            


            
             


            
                	
                            
                            1.7

                        	
                            
                            NO ASSIGNMENT OF PRODUCTS; SHARING OF INFORMATION.
                            Without the written consent of Sun (which may be granted or withheld in
                            its sole discretion), Caraco shall not grant rights to any third
                            person, to make, use or sell the Product, whether by assignment,
                            license, sale or otherwise transfer; and/or (b) sell, assign or
                            otherwise permit access to or use of the data supporting any ANDA for a
                            Product, or to the ANDAs themselves, to any person or entity other than
                            Sun, the FDA and any other governmental agency or body with
                            jurisdiction.

                        


            


            
             


            
                	
                            
                            2.

                        	
                            
                            REGULATORY APPROVALS.

                        


            


            
             


            
                	
                            
                            2.1

                        	
                            
                            Sun will be responsible for procuring all state and
                            federal regulatory approvals and registrations for the importation,
                            distribution and sale of the Products in the Territory. Caraco shall
                            provide all reasonably necessary support and assistance to obtain and
                            maintain any and all applicable state, federal and regulatory approvals
                            and registrations.

                        


            


            
             


            
                	
                            
                            2.2

                        	
                            
                            Caraco shall provide Sun, on written request, with
                            copies of all written and verbal correspondence with the government and
                            public authorities in the Territory and Caraco shall deliver the
                            original copy of the documents (if an original copy is not otherwise
                            required to be retained by Caraco) to Sun or its nominee, on demand at
                            any time by Sun.

                        


            


            
             


            
                	
                            
                            2.3

                        	
                            
                            Caraco will submit such other information, documentation
                            or other matters as (a) required by applicable FDA rules or
                            regulations, (b) reasonably determined by Sun or Caraco to be necessary
                            or advisable to permit the expeditious approval of such ANDA; and/or
                            (c) requested by the FDA.

                        


            


            
             


            
                	
                            
                            2.4

                        	
                            
                            MANUFACTURE OF PRODUCTS. Sun shall manufacture each
                            Product in accordance with Current Good Manufacturing
                            Practices.

                        


            


            
             


            
                	
                            
                            3.

                        	
                            
                            CONSIDERATION.

                        


            


            
             


            
                	
                            
                            3.1

                        	
                            
                            CONSIDERATION.

                        


            


            
             


             


            
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                            (a)

                        	
                            
                            In consideration of the marketing and or distribution of
                            the Products, Caraco shall receive a fixed margin of eight (8) percent
                            of the net selling price of the applicable Products or shall receive a
                            fixed margin of such percentage of the net selling price of the
                            applicable Products as may be mutually agreed upon in writing for any
                            Product by and between the parties to this Agreement, as the case may
                            be. In consideration of the obligations of the parties set forth in
                            Sections 1-2, Sun shall sell each Product, and Caraco shall purchase
                            each Product, at a price which is set in manner that Caraco receives
                            such percentage of the net selling price of the applicable Products as
                            is mutually decided by & between the parties as above, i.e. if the
                            net sale price of the Product by Caraco is $100 U.S., and the agreed
                            margin percentage of the net selling price of the Product is 5% then
                            Sun will sell the Product to Caraco at a net price of $95 U.S. (US
                            $100-US $5) (the “Export Price”), subject to Section 8
                            herein below. The net sales price is defined as the sales price less
                            all typical trade and cash discounts, returns, free goods, rebates,
                            chargebacks, fee for service and shelf stock allowances. If it is
                            agreed between the parties as stated under Section 11.3(e) of this
                            Agreement, that the premium for insurance cover for any Product shall
                            be born by both the parties for any Product, the net sales price
                            arrived at as above shall be further reduced by such insurance premium
                            relatable to such Product. In the case the Product is to be sold to any
                            specific customer at a price lower than the expected market price,
                            Caraco shall obtain the approval for the same from Sun and in such
                            situation the price to be charged by Sun shall be mutually agreed to.
                            It is further agreed that in the case of a high or low margin Product,
                            the consideration for the distribution of the Products payable to
                            Caraco shall be agreed to by and between both the parties and the
                            Export Price shall be accordingly fixed. If any Product under this
                            Agreement is to be bundled with any other products' sales/offers,
                            Caraco shall obtain prior written approval from Sun.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            It is hereby agreed and understood by the parties that
                            all the marketing, selling and distribution expenses for the sale of
                            the Product shall be paid and born by Caraco.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Sun shall dispatch the Products to Caraco along with the
                            relevant proforma invoices. The sales price to be charged by Sun to
                            Caraco shall be finalized based upon the advice of ruling sales/market
                            price of Caraco for the Products within 7 working days from the receipt
                            of such Product by Caraco. Sun will send the final invoice based upon
                            such advice of Caraco of such sales price. If Sun ships the Product to
                            Caraco prior to FDA approval of the product, the product will not be
                            invoiced to Caraco until the day of approval.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            At the beginning of each month, Sun’s Export Price
                            will be set based upon the estimated selling price of the Product by
                            Caraco. In any case if for any reason, the adjustment is required to be
                            made to give effect to the above the adjustment to the Export Price
                            based on Caraco’s actual selling price, will be made in the
                            following month at the end of each quarter as may be agreed mutually
                            agreed upon by both the parties. Any on hand inventory of Product
                            previously shipped to Caraco will

                        


            


            
             


            
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            be adjusted down by a credit to reflect the current Export Price, in
            order to maintain Caraco’s agreed margin percentage of the net selling price at
            the time of the change of the Export price or when Caraco’s selling price
            changes, whichever occurs first.


            
             


            
                	
                            
                            3.2

                        	
                            
                            TERMS OF PAYMENT. As consideration of Sun’s
                            entering into this Agreement, Caraco shall make the following payments
                            to Sun under the following conditions:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Reports and Payment. Caraco
                            shall pay to Sun the Export Price of the Products purchased within
                            sixty (60) days following the receipt of the Product, provided a market
                            corrected invoice has been issued on the applicable order from Sun or
                            forty-five (45) days from corrected invoice date, whichever is later.
                            Sun shall send all invoices to the attention of Caraco’s
                            accounting department. Each payment shall be accompanied by a report in
                            sufficient detail to permit confirmation of the accuracy of the payment
                            made.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            Sales Reports. Caraco shall
                            provide a quarterly sales report for the Products. The report shall
                            generally include sales details by customer and Product (e.g. sales
                            value during the period, sales quantity, average sales price of the
                            Products, average credit period allowed, charge backs or any other
                            pricing calculations, special bundling of products' offers which Caraco
                            may have with customers which may affect the sales of the Products,
                            realization of products). Caraco further agrees to provide such other
                            reports and/or details as may be reasonably requested by Sun and agreed
                            to by Caraco.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Manner of Payment. All
                            payments hereunder shall be payable in United States dollars, by wire
                            transfer to a bank account designated by Sun unless otherwise specified
                            in writing by Sun.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            Late Payments. In the event
                            that any payment due hereunder is not made when due, the payment shall
                            accrue interest from that date due at the rate of five percent per
                            annum; provided, however, that in no event shall such range exceed the
                            maximum legal annual interest rate. The payment of such interest shall
                            not limit Sun from exercising any other rights it may have as a
                            consequence of the lateness of any payment.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            Records. During the term of
                            this Agreement, and for a period of a minimum of five (5) years after
                            its expiration or termination (or whatever is required by applicable
                            law or any regulatory authority), Caraco and Sun shall keep complete
                            and accurate records in sufficient detail to permit Sun or Caraco, as
                            the case may be, to confirm the accuracy of all payments due and paid
                            hereunder.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            Taxes. The parties agree
                            that each is responsible for its own taxes attributable to this
                            Agreement.

                        


            


            
             


             


            
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                            4.

                        	
                            
                            PURCHASE FORMS. To the extent of any conflict or
                            inconsistency between this Agreement and any purchase orders, purchase
                            order releases, confirmations, acceptances and similar documents
                            submitted by a party in conducting the activities contemplated under
                            this Agreement, the terms of this Agreement shall govern.

                        


            


            
             


            
                	
                            
                            5.

                        	
                            
                            CONFIRMATION. Sun shall confirm each purchase order
                            within seven (7) business days from the date of receipt of a purchase
                            order and shall supply a Product within a maximum of sixty (60) days
                            from the date of acceptance of a purchase order, or later if so
                            specified in the purchase order or agreed to by Caraco.

                        


            


            
             


            
                	
                            
                            6.

                        	
                            
                            DELIVERIES; TITLE; RISK OF LOSS; INVENTORY.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Delivery terms for the Product shall be prepaid by Sun
                            or such other manufacturing facility designated by Sun. Sun shall ship
                            the Products in accordance with Caraco’s purchase order form or
                            as otherwise directed by Caraco in writing. Risk of loss for the
                            Products shall pass to Caraco upon raising of invoice by Sun for such
                            Product to Caraco.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            Caraco agrees to furnish to Sun, for each month, a
                            report showing the inventory of each Product at the beginning and end
                            of the preceding month, its purchases and sales during that month, and
                            pending orders of the following three (3) months, by the 10th of the
                            subsequent month.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Caraco agrees to maintain, at its own expense, an
                            adequate stock of Products, sufficient to meet demand in Territory and
                            to ensure that such stock is held in accordance with such acts and
                            regulations as may from time to time be in force in the Territory in
                            relation to the safe and proper movement, packaging, storage and sale
                            of such Product and also in accordance with such directions as may from
                            time be issued by Sun and/or the FDA relating to the safe and proper
                            movement, packaging, storage and sale of such Product.

                        


            


            
             


            
                	
                            
                            7.

                        	
                            
                            FORECASTS. Not later than three (3) months prior to the
                            anticipated date of commercialization of a particular Product in the
                            Territory, Caraco will provide Sun with a twelve (12) month forecast of
                            Caraco’s requirements of that Product. On an ongoing basis,
                            twelve (12) month rolling forecasts shall be provided quarterly, no
                            less than thirty (30) days prior to the beginning of each quarter. Said
                            requirements will be based on sales forecasts, sales demand forecasts,
                            including but not limited to promotional forecasts, inventory
                            requirements, and the like. The first two (2) quarters of each twelve
                            (12) month forecast will be stated in monthly requirements. The second
                            two (2) quarters of each twelve (12) month forecast will be total
                            requirement by stock keeping unit and will be stated as quarterly
                            requirements. The first three (3) months of each twelve (12) month
                            forecast will be firm orders and binding on Caraco. The second three
                            (3) months will be allowed to be flexed from the previous forecast by
                            plus or minus twenty-five percent (25%) per month until fixed by the
                            subsequent forecast; provided that the aggregate adjustment from the
                            quantity set forth in the previous forecast for such three (3) month
                            period shall not exceed fifty percent (50%) in the aggregate during
                            that three (3) month

                        


            


            
             


            
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            period. The total quantities for the last two (2) quarters of each
            twelve (12) month forecast will be an estimate and not binding. All orders will be for
            full batch quantities. It is understood that Sun will not maintain a Product inventory
            in excess of the firm portion of the forecast, but will produce a Product upon receipt
            of that portion of Caraco’s forecasts that constitute firm orders. Caraco agrees
            to use commercially reasonable efforts to purchase a sufficient amount of a Product to
            enable Caraco to carry sufficient inventory to allow for fluctuations in sales demand
            so as to allow Sun reasonable lead time to meet increased demand. Sun will use
            commercially reasonable efforts to meet any increase in demand in excess of the allowed
            adjustment, but will not be obligated to do so.


            
             


            
                	
                            
                            8.

                        	
                            
                            DEVELOPMENT AND LITIGATION AND RELATED COSTS. Sun will
                            bear development and legal/litigation costs for the
                            Products.

                        


            


            
             


            
                	
                            
                            9.

                        	
                            
                            REPRESENTATIONS AND WARRANTIES OF SUN.

                        


            


            
             


            
            Sun, as an inducement to Caraco to enter into this Agreement,
            represents, warrants and covenants to Caraco as follows:


            
             


            
                	
                            
                            9.1

                        	
                            
                            RIGHTS TO PROPRIETARY TECHNOLOGICAL INFORMATION. Sun
                            will have at the time a Product is delivered to Caraco, the full right,
                            power and authority to grant the exclusive License to the Products, and
                            intellectual property rights relating to each Product, to Caraco in the
                            Territory pursuant to the terms of this Agreement to permit Caraco to
                            perform pursuant to this Agreement, market and sell each Product free
                            and clear of any mortgage, lien, encumbrance or any other third-party
                            interest of any kind. Sun is not aware of any facts or circumstances
                            that a Product is subject to any restriction, covenant, license (other
                            than this Agreement) or judicial and administrative order of any kind
                            which detract in any material respect from the value of the Product, or
                            which could interfere with Caraco’s exercise of its rights in the
                            Territory as contemplated by this Agreement.

                        


            


            
             


            
                	
                            
                            9.2

                        	
                            
                            RIGHTS TO PRODUCTS. Sun shall inform Caraco about any
                            notice or knowledge in case of material development, if any (i) that
                            the rights to develop, market and sell any of the Products have been
                            further challenged in any judicial or administrative proceeding, or
                            (ii) any person, entity or product has infringed or will infringe any
                            patent or other rights of Sun with respect to any Product, or (iii) any
                            patent rights or other intellectual property rights, including but not
                            limited to rights of trademark, trade and copyright have been infringed
                            by Sun or will be infringed by Caraco by virtue of performing the
                            activities contemplated by this Agreement.

                        


            


            
             


            
                	
                            
                            9.3

                        	
                            
                            RIGHT TO EXECUTE AND PERFORM. Sun has full right, power
                            and authority to execute and deliver this Agreement, and to perform its
                            obligations under it, and has taken all necessary action to authorize
                            such execution, delivery and performance. This Agreement constitutes
                            legal, valid and binding obligation of Sun enforceable against it in
                            accordance with its terms.

                        


            


            
             


             


            
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                            9.4

                        	
                            
                            COMPLIANCE WITH LAWS. Sun will comply with all
                            applicable laws in connection with performance of its obligations under
                            this Agreement. Sun will manufacture, label and package all Products in
                            compliance with all laws, rules, regulations and orders of any
                            governmental agency having jurisdiction in Territory. The execution,
                            delivery and performance of this Agreement by Sun does not violate any
                            provision of applicable law or of any regulation, order decree of any
                            court, arbitration or governmental authority, or any other agreement to
                            which Sun is a party. No consents, approvals or authorizations,
                            registrations or filings are required in connection with the execution,
                            delivery, performance, validity or enforceability of this Agreement,
                            except as have been obtained or set forth in this Agreement.

                        


            


            
             


            
                	
                            
                            9.5

                        	
                            
                            PRODUCTS.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Claims for shortage or rejections for damage shall be
                            made by Caraco in writing within thirty (30) days after receipt of any
                            shipment at Caraco’s warehouse, or in case of hidden defects,
                            within sixty (60) days after such hidden defects are discovered or,
                            with the exercise of reasonable diligence should have been discovered,
                            however in no case, not later than six (6) months after receipt of such
                            shipment. Caraco shall return to Sun at Sun’s expense, or, at
                            Sun’s request, destroy at Sun’s expense, any Products
                            delivered by Sun hereunder which are legitimately rejected due to
                            defects covered under this warranty provided it is determined that the
                            defect is not caused by Caraco or its agents due to improper
                            warehousing or improper handling after its delivery to Caraco.. Sun
                            thereupon will replace without charge any Products, which are defective
                            (henceforth called "Defective Products"), provided that Caraco
                            furnished Sun with samples of such Defective Product along with the
                            report of a reputable laboratory. Sun may, at its discretion, have the
                            Defective Product tested at any other reputable laboratory either in
                            Michigan, U.S.A. or in India, and Caraco shall accept the report
                            thereof. In case of a disputed result between the two laboratories, the
                            Product will be tested with an independent laboratory reasonably
                            acceptable to both parties whose result shall be binding on both
                            parties. All quantities of Defective Products shall be kept in suitable
                            place for period of at least six (6) months and Sun shall be advised
                            thereof in order that such Product may be examined by Sun or its
                            representatives.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            Where a Product is damaged in spite of orderly packing,
                            while in transit from Sun’s plant to destination specified, i.e.
                            CIF Detroit, it will be Caraco’s responsibility to file a claim
                            with the carrier for breakage or damage for and on behalf of
                            Sun.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Sun hereunder shall meet the specification for the
                            Products therefor indicated by Sun. The warranty provided herein shall
                            apply solely to defects attributable to Sun. The warranty shall in
                            particular not apply to any damage caused by improper storage or by
                            misuse by Caraco, nor shall the warranty apply to any Product, which is
                            altered in any way or not used in accordance with FDA
                            guidelines.

                        


            


             


            
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                            (d)

                        	
                            
                            All Products delivered pursuant to the terms hereof by
                            Sun (or any contractor thereof) to Caraco or its designee will at
                            delivery be manufactured in accordance with cGMP Requirements and will
                            be in compliance with the specifications required by FDA.

                        


            


            
             


            
                	
                            
                            9.6

                        	
                            
                            SURVIVABILITY. The foregoing representations, warranties
                            and covenants shall survive the termination of this Agreement, shall be
                            deemed to be made a new each time that a Product is delivered by Sun to
                            Caraco, and shall not be affected by any examination made by or on
                            behalf of Caraco, the knowledge of its officers, directors,
                            stockholders, employees or agents or the acceptance of any certificate
                            or opinion.

                        


            


            
             


            
                	
                            
                            10.

                        	
                            
                            REPRESENTATIONS AND WARRANTIES OF CARACO.

                        


            


            
             


            
            As an inducement to Sun to enter into this Agreement, Caraco represents
            and warrants to Sun as follows:


            
             


            
                	
                            
                            10.1

                        	
                            
                            RIGHT TO EXECUTE AND PERFORM. Caraco has full right,
                            power and authority to execute and deliver this Agreement, and to
                            perform its obligations under it, and has taken all necessary action to
                            authorize such execution, delivery and performance. This Agreement
                            constitutes the legal, valid and binding obligation of Caraco,
                            enforceable against it in accordance with its terms.

                        


            


            
             


            
                	
                            
                            10.2

                        	
                            
                            COMPETING PRODUCTS. During the term of this Agreement,
                            Caraco shall not manufacture, sell, distribute or market the same or
                            similar products to the Products which are subject to this Agreement,
                            which the development list related thereto will be reviewed from time
                            to time, from other suppliers in Territory and the specific Product is
                            covered under this Agreement.

                        


            


            
             


            
                	
                            
                            10.3

                        	
                            
                            COMPLIANCE WITH LAW. Caraco will comply with all
                            applicable laws, rules, regulations and orders of any governmental
                            agency having jurisdiction in the circumstances over Caraco relating to
                            the importation, purchase, offer for sale, sale, transportation or
                            distribution of Products hereunder. The execution, delivery and
                            performance of this Agreement by Caraco does not and will not violate
                            any provision of applicable law or of any regulation, order decree of
                            any court, arbitration or governmental authority or any other agreement
                            to which Caraco is a party. No consents, approvals or authorizations,
                            registrations or filings are required in connection with the execution,
                            delivery, performance, validity or enforceability of this Agreement,
                            except as had been obtained or set forth in this Agreement. Caraco is
                            aware that the Products covered /to be covered under this Agreement are
                            falling under Para IV certification under U.S.C.. 505j (2) (A) (vii)
                            and Sun may, under this Agreement, launch any Products at
                            risk.

                        


            


            
             


            
                	
                            
                            10.4

                        	
                            
                            SURVIVABILITY. The foregoing representations, warranties
                            and covenants shall survive the termination of this Agreement, and
                            shall be deemed to be made a new each time that a Product is delivered
                            by Sun to Caraco, and shall not be affected by any

                        


            


            
             


            
            9


            


            
             

            
            

            

            
             


            
            examination made by or on behalf of Sun, the knowledge of its officers,
            directors, stockholders, employees or agents or the acceptance of any certificate or
            opinion.


            
             


            
                	
                            
                            11.

                        	
                            
                            INDEMNIFICATION, INSURANCE AND LIMITATIONS OF
                            LIABILITY.

                        


            


            
             


            
            11.1       
            Caraco shall indemnify, defend and hold harmless, Sun, its affiliates
            and its stockholders, directors, officers, employees, advisors and agents (the
            “Sun Parties”) against any and all liability, damage, loss or expenses
            (including reasonable fees, costs and expenses of attorneys and other professionals and
            court costs, but excluding consequential damages for lost profits) resulting from,
            arising out of or connected with: (a) any breach of the representations, warranties or
            covenants by Caraco in this Agreement, and/or (b) any negligence, intentional
            misconduct or other wrongdoing of Caraco, and/or (c) any claim by third parties
            relating to the distribution, promotion, use or sale of the Products by Caraco and/or
            (d) any claim, demand or suit alleging that any Product infringes any third
            party’s patent, copyright, trademark, trade secret or other intellectual property
            right. The parties agree that the Sun Parties damages for Product infringement claims,
            demands or suits are limited to 100% minus the fixed agreed upon margin percentage as
            established pursuant to Section 3.1(a) of this Agreement for the relevant Product of
            the total damages against the Sun Parties and the Caraco Parties (as defined below) for
            such Product infringement (Sun’s Damages”), and Caraco’s
            indemnification under Section 11.1(d) is limited to any damages to the Sun Parties in
            excess of Sun’s Damages for such Product. These indemnification obligations shall
            survive the termination of this Agreement or the termination of any Product.


             


            
            11.2        Sun
            shall indemnify, defend and hold harmless, Caraco, its affiliates and its stockholders,
            directors, officers, employees, advisors and agents (the “Caraco Parties”)
            against any and all liability, damage, loss or expenses (including reasonable fees,
            costs and expenses of attorneys and other professionals and court costs, but excluding
            consequential damages for lost profits) resulting from, arising out of or connected
            with (a) any breach of the representations, warranties or covenants by Sun in this
            Agreement, and/or (b) any negligence, intentional misconduct or other wrongdoing of
            Sun, and/or (c) the manufacture, operation and/or design of any Product, including all
            product liability claims; (d) any claim, demand or suit alleging that any Product
            infringes any third party’s patent, copyright, trademark, trade secret or other
            intellectual property right. The parties agree that the Caraco Parties’ damages
            for Product infringement claims, demands or suits are limited to the fixed agreed upon
            margin percentage, as established pursuant to Section 3.1(a) of this Agreement, of the
            total damages against the Sun Parties and the Caraco Parties for such Product
            infringement ("Caraco's Damages"), and Sun's indemnification under Section 11.2 (d) is
            limited to any damages to Caraco in excess of Caraco's Damages for such Product. These
            indemnification obligations shall survive the termination of this Agreement or the
            termination of any Product.


             


            
            Section 11.1 and Section 11.2 are to be read so they work together in
            the event of Product infringement claims, demands and suits against the Sun Parties
            and/or the Caraco Parties so that Caraco is only liable for damages for Product
            infringement of the fixed agreed upon margin percentage as set forth in Section 3.1(a)
            (presuming 8% margin is fixed for a Product) of the total damages against the Sun
            Parties and the Caraco Parties for such Product, and Sun is only liable


             


            
            10


            


             

            
            

            

             


            for
            100% minus the fixed agreed upon margin percentage as set forth in Section 3.1(a) for
            such Product( 92% i.e. 100% less 8% margin of Caraco for such Product as above
            mentioned ), and to the extent the Caraco Parties or the Sun Parties incur damages in
            excess of their respective limitations on damages, the Caraco Parties or the Sun
            Parties, as applicable, will indemnify the other for such excess damages. Accordingly,
            to illustrate, if the total damages against the Sun Parties and/or the Caraco Parties
            is an aggregate of $1,000,000, and assuming the fixed agreed upon percentage is 8%, Sun
            is only liable for $920,000 of such total and Caraco is only liable for $80,000 of such
            total. Based on such illustration, if the Caraco Parties, for example, incur damages in
            excess of $80,000, Sun would indemnify the Caraco Parties for their damages in excess
            of $80,000 and if the Sun Parties, under the same example, incur damages in excess of
            $920,000, Caraco would indemnify the Sun Parties for their damages in excess of
            $920,000 or ($80,000).


             


            
                	
                            
                            11.3

                        	
                            
                            Sun undertakes that it shall carry out within reasonable
                            time of entering into this Agreement and will continue to carry, with
                            insurance companies rated A- or better, the insurance coverage set
                            forth in this Section 11.3, continuously during the term of this
                            Agreement, and thereafter as provided herein:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Commercial general liability insurance on an occurrence
                            form containing such limits as may be mutually agreed upon by Sun and
                            Caraco protecting against bodily injury, property damage and personal
                            injury claims arising from the exposures of: (i) product liability; and
                            (ii) contractual liability; and:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            this coverage must specifically state that the insurance
                            provided by Sun shall be considered primary and non-contributory, any
                            of Caraco’s insurance shall be considered excess for the purpose
                            of responding to claims;

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (ii)

                        	
                            
                            Sun shall add Caraco as an Additional Insured on the
                            policy by having the insurance carrier issue an Additional Insured
                            Endorsement(s);

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (iii)

                        	
                            
                            Commercial general liability insurance coverage must be
                            maintained for six (6) years after the termination or expiration of
                            this Agreement.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            Umbrella/excess liability insurance in an amount per
                            occurrence as may be mutually agreed upon by Sun and Caraco. To the
                            extent umbrella/excess liability insurance is available above the
                            minimum required limits stated in this Agreement, the protection
                            afforded Caraco in the umbrella/excess liability insurance shall be as
                            broad or broader than the coverage present in the underlying insurance
                            and in accordance with this Agreement. Each umbrella/excess policy must
                            specifically state that the insurance provided by Sun shall be
                            considered primary and non-contributory. Umbrella/excess liability
                            insurance overage must be maintained for six (6) years after the
                            termination or expiration of this Agreement.

                        


            


            
             


             


            
            11


            


             

            
            

            

             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Sun must disclose all applicable insurance policy
                            deductibles and/or self-insured retentions, and agrees to be liable for
                            all costs within the deductibles and/or self-insured
                            retentions.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            Sun shall evidence that such all insurance required
                            under this Agreement is in force by furnishing Caraco with a
                            Certificate of Insurance, or if requested by Caraco, certified copies
                            of the insurance policies. Any attempt by Sun to cancel or modify any
                            insurance coverage, or any failure by Sun to maintain such insurance
                            coverage, shall be a default under this Agreement and, upon such
                            default, Caraco will have the right to terminate this Agreement and/or
                            exercise any of its rights at law or at equity. In addition to any
                            other remedies, Caraco may, at its discretion, withhold payment of any
                            sums due under this Agreement until Sun provides adequate proof of
                            insurance.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            The parties may agree to share the insurance expenses
                            for any particular Product under this Agreement. In case it is agreed
                            to share the insurance expenses for any particular Product by both the
                            Parties, the related insurance expenses for that particular Product
                            shall be born by Caraco or if incurred by Sun, the same shall be
                            reimbursed by Caraco to Sun and the same shall form part of the
                            expenses to arrive at Net Sales as stated under Section 3.1
                            above.

                        


            


            
             


            
                	
                            
                            11.4

                        	
                            
                            Except as expressly provided herein, in no event shall
                            either party be liable to the other party in connection with this
                            Agreement and/or the Products, regardless of the form of action or
                            theory of recovery, for any: (a) indirect, special, exemplary,
                            consequential, incidental or punitive damages, even if that party has
                            been advised of the possibility of such damages; and/or (b) lost
                            profits, lost revenues, lost business expectancy, business interruption
                            losses and/or benefit of the bargain damages. The limitations set forth
                            in Sections 11.4(a) and (b) do not apply to any liability or amounts
                            related to or arising from a party’s indemnification obligations
                            under this Agreement and/or a party’s breach of its
                            confidentiality obligations under this Agreement.

                        


            


            
             


            
                	
                            
                            12.

                        	
                            
                            TERM AND TERMINATION

                        


            


            
             


            
                	
                            
                            12.1

                        	
                            
                            TERM. This Agreement shall be effective on the date
                            first written above and shall expire three (3) years from the date
                            first written above. This Agreement will automatically be renewed or
                            extended for consecutive periods of one (1) year each, unless either of
                            the parties elects not to renew this Agreement by notice to the other
                            party to be given at least three (3) months prior to the expiration of
                            the original term, or any renewal term, of this Agreement. The License
                            granted with respect to .Para IV Product under this Agreement by Sun to
                            Caraco will terminate upon the end of one hundred eighty (180) day
                            exclusivity, or non appeal able positive court decision or till the
                            time 3rd generic manufacturer launches the relevant Product
                            in the Territory, whichever is later or upon the time a settlement is
                            completed, at which time the Product will become part of the standard
                            Caraco-Sun Marketing Agreement.

                        


            


            
             


             


            
            12


            


             

            
            

            

             


            
                	
                            
                            12.2

                        	
                            
                            EARLY TERMINATION. At any time, this Agreement may be
                            terminated in its entirety or with respect to a single Product, as
                            provided below, by giving written notice to that effect, as
                            follows:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            by either party, if the other party is in material
                            default or in material breach of any term or provision hereof or
                            material breach of any representation or warranty in this Agreement,
                            and such material default or material breach continues and is not
                            remedied with thirty (30) days of notice of such default or breach,
                            however that in case of non-supply by Sun pursuant to a confirmed
                            purchase order, Sun is using its best efforts to effect such cure,
                            Caraco shall not be entitled to terminate unless cure has not been
                            resolved in ninety (90) days.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            by Sun for any given Product, in the event Caraco
                            materially fails to perform its material obligations with respect to
                            the Para IV Product, and fails to cure such failure within thirty (30)
                            days of notice of such failure from Sun (or if a cure is not reasonably
                            possible within thirty days, such longer period as is necessary to cure
                            such failure so long as it is agreed by Sun). In such event, Sun may
                            elect to have the distribution rights for Sun Products
                            terminated.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            by either party in the event that there is a change of
                            control of other party.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            by Sun if Caraco fails to obtain its fair market share
                            for a specific product as stated under Section 1.5
                            hereinabove.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            by Sun without any cause or reason provided however that
                            Caraco shall be entitled to receive the estimated amount of foregone
                            profit, as mutually agreed to be worked out based upon the historical
                            data for the Product, for the balance term of the Agreement for the
                            relevant Product paid in respective quarterly increments.

                        


            


            
             


            
                	
                            
                            12.3

                        	
                            
                            NO PREJUDICE TO RIGHTS. The termination of this
                            Agreement or of any given Product shall be without prejudice to any
                            rights and obligations of either party accrued prior to the effective
                            date of such termination, unless explicitly otherwise agreed or
                            otherwise provided in this Agreement.

                        


            


            
             


            
                	
                            
                            12.4

                        	
                            
                            RIGHTS AND OBLIGATIONS OF THE PARTIES AFTER TERMINATION
                            OF THIS AGREEMENT. After termination of this Agreement, Caraco shall:
                            (a) stop distributing the Product upon depletion of any finished good
                            in inventory; (b) return to Sun immediately all records and documents
                            received from Sun, whether soft or hard copy without retaining any
                            copy, within thirty (30) days from the date of termination; provided,
                            however, that Caraco may retain one copy of all such records for
                            archival purposes, in addition to any other copies required to be kept
                            by Caraco under applicable law; and (c) make prompt payment of all
                            outstanding amounts due, if any, to Sun. Caraco, after termination of
                            this Agreement, has the option of returning any and all Products then
                            held in inventory, including all returns and/or Defective Products, to
                            Sun, at Sun's expense.

                        


            


            
             


             


            
            13


            


             

            
            

            

             


            
                	
                            
                            13.

                        	
                            
                            CONFIDENTIALITY

                        


            


            
             


            
                	
                            
                            13.1

                        	
                            
                            During the term of this Agreement, each party may
                            disclose to the other party (orally, in writing, or electronically), or
                            a party may obtain, observe, or otherwise be granted access to,
                            information and materials considered confidential by the other party.
                            Confidential information includes, but is not limited to, non-public
                            information relating to Products, compensation, research, services,
                            developments, inventions, processes, protocols, methods of operation,
                            techniques, strategies, programs (both software and firmware), designs,
                            systems, proposed business arrangements, results of testing,
                            distribution, engineering, marketing, financial, merchandising and/or
                            sales information, individual customer profiles, customer lists and/or
                            aggregated customer data (“Confidential Information”).
                            Confidential Information must be marked or identified as
                            “confidential” by the disclosing party, unless the
                            information should reasonably be understood by the receiving party to
                            be confidential or proprietary under the circumstances.

                        


            


            
             


            
                	
                            
                            13.2

                        	
                            
                            Each party shall use the other party’s
                            Confidential Information only for the purposes of this Agreement, and
                            not for its own or any third party’s benefit. Each party shall
                            maintain the confidentiality of the other party’s Confidential
                            Information in the same manner in which it protects its own
                            Confidential Information of like kind, but in no event shall either
                            party take less than reasonable precautions to prevent the unauthorized
                            disclosure or use of the other party’s Confidential Information.
                            In addition, neither party shall make any unauthorized commercial use
                            of the other party’s Confidential Information.

                        


            


            
             


            
                	
                            
                            13.3

                        	
                            
                            Except as expressly provided herein, each party is
                            permitted to disclose the other party’s Confidential Information
                            only to its employees and agents who have a need-to-know the
                            Confidential Information in order for that party to exercise its rights
                            and/or perform its obligations under this Agreement: (a) the party
                            advises each such employee or agent of the confidential nature of the
                            other party’s Confidential Information; and (b) each such
                            employee and agent has agreed to comply with the provisions of this
                            Agreement. Each party shall be and remain fully liable and responsible
                            for its employees’ and/or agents’ unauthorized disclosure
                            or use of the other party’s Confidential Information.

                        


            


            
             


            
                	
                            
                            13.4

                        	
                            
                            Each party is permitted to disclose the other
                            party’s Confidential Information as legally required in response
                            to a court order, subpoena, administrative proceeding and/or similar
                            legal process; provided that it gives the other party reasonable notice
                            of the request, and an opportunity to defend and/or attempt to limit or
                            prevent the disclosure of its Confidential Information.

                        


            


            
             


            
                	
                            
                            13.5

                        	
                            
                            The provisions of this Section shall not apply to
                            information that the receiving party can prove: (a) was in its
                            possession prior to receipt or disclosure hereunder; (b) was or became
                            public knowledge through no fault of the receiving party or any of its
                            employees or agents; (c) was lawfully disclosed to the receiving party
                            by a third party through no breach of any obligation of confidentiality
                            owed to the disclosing party; or (d) was created by the receiving party
                            independently of any access to or use of the disclosing party’s
                            Confidential Information.

                        


            


             


            
            14


            


             

            
            

            

             


            
                	
                            
                            13.6

                        	
                            
                            Each party acknowledges and agrees that its unauthorized
                            disclosure or use of the other party’s Confidential Information
                            will cause damage to the other party that may not be adequately
                            compensated through money damages. As such, each party expressly
                            consents to the entry of an order for equitable remedies, including,
                            but not limited to, temporary, preliminary and permanent injunctions to
                            remedy any actual or threatened unauthorized disclosure or use of the
                            disclosing party’s Confidential Information. These remedies are
                            cumulative and in addition to all other remedies available at law or in
                            equity.

                        


            


            
             


            
                	
                            
                            13.7

                        	
                            
                            At the disclosing party’s request, each party
                            shall return the other party’s Confidential Information. Neither
                            party shall use the other party’s Confidential Information for
                            its own, or any third party’s, benefit. However, each party shall
                            be permitted to retain and use a copy of the other party’s
                            Confidential Information as reasonably necessary to exercise its rights
                            that survive termination of this Agreement, provided that party
                            continues to comply with its confidentiality obligations set forth
                            herein. The provisions of this Section shall survive termination of
                            this Agreement for so long as the Confidential Information remains
                            confidential.

                        


            


            
             


            
                	
                            
                            13.8

                        	
                            
                            Nothing contained in this Section 13 shall prohibit
                            Caraco from disclosing in confidence or in required filings to the
                            F.D.A., state, federal and county courts, information that must be
                            disclosed. Sun shall be notified of the fact that information is
                            disclosed to the F.D.A or any other agency. However, Sun should be
                            informed wherever possible about such necessity before handing over the
                            information so as to enable Sun to obtain prohibitory order if
                            necessary.

                        


            


            
             


            
                	
                            
                            14.

                        	
                            
                            CUSTOMER COMPLAINTS

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Caraco shall notify Sun:

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (1)

                        	
                            
                            of any customer complaints or alleged Adverse Drug
                            Reaction (hereinafter referred to as an "ADR") relating to a Product
                            within the meaning of applicable law of the Territory into which such
                            Product was released which, on the Effective Date under the Food and
                            Drugs Act, means a noxious and unintended response to the Product,
                            which occurs at dosages normally used or tested for the diagnosis,
                            treatment or prevention of a disease or the modification of an organic
                            function), promptly following their receipt by Caraco or its Affiliate
                            (but in any event within ten (10) days of receipt thereof, except in
                            the case of a Serious ADR (as defined below) in which event Caraco
                            shall notify Sun of same within 72 hours, which latter notification
                            shall be by telephone with a facsimile confirmation immediately
                            following; or

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (2)

                        	
                            
                            complaints of any regulatory authority or governmental
                            or regulatory body, agency or official in the Territory within five (5)
                            days, except on weekends and holidays.

                        


            


             


            
            15


            


             

            
            

            

             


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            For purposes of this Agreement “Serious ADR”
                            means noxious or unintended response to a drug that occurs at any
                            dosage and that requires in-patient hospitalization or prolongation of
                            existing hospitalization, causes congenital malformation, results in
                            persistent or significant disability or incapacity, is life-threatening
                            or results in death. Sun shall notify Caraco in the manner and within
                            the time periods hereinbefore contemplated of any complaint of any
                            regulatory authority, governmental body, agency or official in the
                            Territory relating to the Product following their receipt by
                            Sun.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Sun (and its applicable Affiliate in whose name the
                            regulatory approval is registered) shall be responsible for filing any
                            necessary ADR reports required by the regulatory authority having
                            jurisdiction in the Territory in accordance with the applicable laws of
                            the Territory.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (d)

                        	
                            
                            To enable Sun to respond to any requirements of a
                            regulatory authority in a Territory in connection with a complaint or
                            ADR, Caraco agrees to investigate any complaint or ADR forwarded to it
                            by Sun or its Affiliate and to respond thereto to Sun in writing as
                            promptly as reasonably possible and, in no event, later than thirty
                            (30) days after receipt of the ADR or complaint from Sun or its
                            Affiliate. In addition, Sun shall provide Caraco with a copy of any
                            correspondence, reports, or other documents relating to a complaint or
                            ADR received by Sun relating to the Products promptly following the
                            receipt thereof and shall also provide to Caraco Sun’s response
                            thereto within a reasonable period following generation of such
                            document by Sun. Upon the request of Sun, Caraco shall use (and shall
                            cause its applicable Affiliate to use) reasonable commercial efforts to
                            retrieve and deliver to Sun such samples of the Product which are the
                            object of a complaint or ADR as Sun may reasonably request to enable
                            Sun to conduct such tests, studies and investigations as it determines
                            to be necessary to respond to such ADR or complaint or to take
                            appropriate corrective action.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (e)

                        	
                            
                            Sun shall notify Caraco promptly of any material product
                            quality complaints which it receives from customers of Caraco, its
                            Affiliates or others concerning any Product.

                        


            


            
             


            
                	
                            
                             

                        	
                            
                            (f)

                        	
                            
                            Sun shall indemnify and hold Caraco harmless for, from
                            and against any and all expenses related to the ADR or Serious ADR,
                            including but not limited to any expenses involved in investigating any
                            complaint, and any litigation related expenses, settlements, or
                            judgments.

                        


            


            
             


            
                	
                            
                            15.

                        	
                            
                            RECALL. In the event that any Product is quarantined or
                            recalled, or is subject to stop-sale action, whether voluntary or by
                            governmental action, it is agreed and understood that any expenses for
                            customers contracts, including any out-of-pocket administrative costs
                            and reasonable fees of any experts or attorneys that may be utilized by
                            the customer or by either party, government fines or penalties, related
                            to such recall, quarantine or stop-sale, will be borne by Sun unless it
                            is determined that Caraco has breached its obligations

                        


            


            
             


            
            16


            


            
             

            
            

            

            
             


            
            under this Agreement and such breach is the primary direct basis upon
            which said recall, quarantine or stop-sale was initiated, in which case such expenses
            will be shared according to the relative responsibility of each party, provided ,
            however that in the event that if any Product is recalled, or is subject to stop-sale
            action due to the court order or governmental action under patent infringement
            litigation by the innovator for the relevant Product , it is agreed and understood that
            any expenses for customers contracts, including any out-of-pocket administrative costs
            and reasonable fees of any experts or attorneys that may be utilized by the customer or
            by either party, government fines or penalties, related to such recall, quarantine or
            stop-sale, will be borne by Sun to the extent of 90% and will be borne by Caraco to the
            extent of 10% . Said determination may be made by the governmental entity involved, or
            by mutual agreement of the parties following examination and review of all records
            pertinent to the manufacture of the Products subject to such recall.


            
             


            
                	
                            
                            16.

                        	
                            
                            ARBITRATION.

                        


            


            
             


            
            Any dispute between the parties regarding any provision of this
            Agreement shall be resolved by binding arbitration in the Detroit, Michigan area
            pursuant to the commercial arbitration rules then prevailing of the American
            Arbitration Association. Judgment upon the award of the arbitrators may be entered by
            any court of competent jurisdiction.


            
             


            
                	
                            
                            17.

                        	
                            
                            NO THIRD-PARTY BENEFICIARIES.

                        


            


            
             


            
            This Agreement shall not confer any rights or remedies upon any person
            other than the parties and their respective officers, directors, heirs, executors,
            administrators, successors, affiliates and associates and permitted assigns.


            
             


            
                	
                            
                            18.

                        	
                            
                            FURTHER ASSURANCES.

                        


            


            
             


            
            The parties hereto hereby agree to execute and deliver to one another
            such further instruments and other documentation as may be requested by any other party
            hereto at any time and from time to time to carry out the terms of this
            Agreement.


            
             


            
                	
                            
                            19.

                        	
                            
                            ENTIRE AGREEMENT.

                        


            


            
             


            
            This Agreement and the documents executed and delivered pursuant hereto
            constitute the entire agreement between the parties with respect to the subject matter
            contained herein, and supersede all prior and contemporaneous oral and written
            communications and agreements with respect thereto.


            
             


            
                	
                            
                            20.

                        	
                            
                            BINDING EFFECT; ASSIGNMENT.

                        


            


            
             


            
            This Agreement shall be binding upon and shall insure to the benefit of
            the parties hereto and their heirs, executors, administrators, successors and assigns,
            affiliates and associates. No party has the right to assign any of its rights or
            obligations hereunder with the prior written consent of the other parties hereto,
            except that Sun and Caraco may


            
             


            
            17


            


            
             

            
            

            

            
             


            
            assign this Agreement and any of the provisions hereunder to any
            affiliate of Sun without the consent of Caraco, but Sun shall remain liable under this
            Agreement


            
             


            
                	
                            
                            21.

                        	
                            
                            AFFILIATES.

                        


            


            
             


            
            Sun and Caraco agree and understand that Sun may perform some of its
            obligations through its affiliates; however, Sun is ultimately legally responsible for
            the actions of its affiliates. Any action of an affiliate of Sun under this Agreement
            which would constitute breach of this Agreement if performed directly by Sun
            constitutes a breach of this Agreement by Sun l. In addition, Caraco in taking any
            actions under this Agreement with affiliates of Sun shall thereby satisfy its
            obligations to Sun. This provision does not limit or restrict the rights of Caraco to
            pursue any right or remedy against any affiliate of Sun in connection with such
            affiliate's performance of the obligations of Sun under this Agreement.


            
             


            
                	
                            
                            22.

                        	
                            
                            FORCE MAJEURE.

                        


            


            
             


            
            Neither party shall be liable for failure of performance, except for
            payment of money hereunder, if it is occasioned by Force Majeure such as wars, fire,
            explosion, flood, strike, lockout, embargo, Acts of God or of the government or any
            other cause beyond the control of the parties, provided that either of the parties has
            executed all reasonable efforts to remedy said circumstances.


            
             


            
                	
                            
                            23.

                        	
                            
                            COUNTERPARTS.

                        


            


            
             


            
            This Agreement may be executed in one or more counterparts, each of
            which shall be deemed an original but all of which together shall constitute one and
            the same instruments.


            
             


            
                	
                            
                            24.

                        	
                            
                            HEADINGS.

                        


            


            
             


            
            Headings of sections shall be deemed to be included for purposes of
            convenience only and shall not affect the interpretation of this Agreement.


            
             


            
                	
                            
                            25.

                        	
                            
                            NOTICES.

                        


            


            
             


            
            Any notices or consents required or permitted by this Agreement shall be
            in writing and shall be deemed delivered if sent by certified mail, postage prepaid,
            return receipt requested, or overnight delivery service (receipt confirmed), or
            facsimile (receipt confirmed), as follows, unless such address is changed by written
            notice hereunder.


            
             


            
                	
                            
                             

                        	
                            
                            If to Caraco:

                        	
                            
                            Caraco Pharmaceutical Laboratories Ltd.

                        


            


            
            1150 Elijah McCoy Drive


            
            Detroit, Michigan 48202


            
            Attn: Daniel H. Movens


            
             


             


            
            18


            


             

            
            

            

             


            
                	
                            
                             

                        	
                            
                            With a copy to:

                        	
                            
                            Fred B. Green, Esq.

                        


            


            
                	
                            
                             

                        	
                            
                            (which shall not

                        	
                            
                            Bodman LLP

                        


            


            
                	
                            
                             

                        	
                            
                            constitute notice)

                        	
                            
                            6th Floor at Ford Field

                        


            


            
            1901 St. Antoine Street


            
            Detroit, Michigan 48226


            
             


            
                	
                            
                             

                        	
                            
                            If to Sun:

                        	
                            
                            Sun Pharmaceutical Industries, Ltd

                        


            


            
            Acme Plaza, Andheri - Kurla Road


            
            Andheri (East), Mumbai – 400059


            
            Attn: Mr. Dilip Shanghvi/Mr. Sudhir Valia


            
             


            
            Any notice delivered hereunder shall be deemed given when actually
            received.


            
             


            
                	
                            
                            26.

                        	
                            
                            GOVERNING LAW.

                        


            


            
             


            
            This Agreement shall be governed by and construed in accordance with the
            laws of the State of Michigan, and the federal laws of the United States.


            
             


            
                	
                            
                            27.

                        	
                            
                            AMENDMENTS AND WAIVERS.

                        


            


            
             


            
            This Agreement may be amended and any provision hereof waived only in a
            writing signed by the party against whom an amendment or waiver is sought to be
            enforced. The parties hereto shall have the right at all times to enforce the
            provisions of this Agreement in strict accordance with the terms hereof,
            notwithstanding any conduct or custom on the part of such party in refraining from so
            doing at any time or times. The failure of any party at any time to enforce its rights
            under such provisions strictly in accordance with the same shall not be construed as
            having created a custom in any way or manner contrary to specific provisions of this
            Agreement or as having in any way or manner modified or waived the same.


            
             


            
                	
                            
                            28.

                        	
                            
                            SEVERABILITY.

                        


            


            
             


            
            If any provision of this Agreement shall be held invalid under any
            applicable law, such invalidity shall not affect any other provisions of this Agreement
            that can be given effect without the invalid provision, and, to this end, the
            provisions hereof are severable.


            
             


            
                	
                            
                            29.

                        	
                            
                            EXPENSES.

                        


            


            
             


            
            Except as otherwise expressly provided in this Agreement, the parties
            will bear their respective costs and expenses (including legal fees and expenses)
            incurred in connection with this Agreement and the transactions contemplated
            hereby.


            
             


             


            
            19


            


             

            
            

            

             


            
                	
                            
                             

                        	
                            
                            30.

                        	
                            
                            CONSTRUCTION.

                        


            


            
             


            
            The parties have participated jointly in the negotiation and drafting of
            this Agreement. In the event an ambiguity or question of intent or interpretation
            arises, this Agreement shall be construed as if drafted jointly by the parties and no
            presumption or burden of proof shall arise favoring or disfavoring any party by virtue
            of the authorship of any of the provisions of this Agreement. Any reference to any
            federal, state or local statute or law shall be deemed also to refer to all rules and
            regulations promulgated there under, unless the context requires otherwise. The word
            "including" shall mean including without limitation. Words used herein, regardless of
            the number and gender specifically used, shall be deemed and construed to include any
            other number, singular or plural, and any other gender, masculine, feminine or neuter,
            as the context requires.


            
             


            
                	
                            
                            31.

                        	
                            
                            GENERAL

                        


            


            
             


            
            If new issues arise or a new situation emerges or changes in legislation
            in India or in the Territory, which are not covered by this Agreement, Caraco or Sun
            have the right to request further negotiations with the other party to implement
            additions to this Agreement which remedy the deficiency.


             


            
            [Signature Page Follows]


             


             


            
            20


            


             

            
            

            

             


            IN
            WITNESS WHEREOF, the parties hereto have executed this Agreement, themselves or by
            their duly authorized representatives, under seal, the day and year first above
            written.


             


            
            CARACO PHARMACEUTICAL LABORATORIES LTD


             


            
                	
                            
                            By:

                        	
                            
                            /s/ Daniel H. Movens

                        


            


            
                	
                            
                             

                        	
                            
                            (signature)

                        


            


             


            
                	
                            
                            Name:

                        	
                            
                            Daniel H. Movens

                        


            


            
                	
                            
                             

                        	
                            
                            (printed)

                        


            


             


            
                	
                            
                            Title:

                        	
                            
                            Chief Executive Officer

                        


            


             


            
                	
                            
                            Date:

                        	
                            
                            January 29, 2008

                        


            


             


            
            SUN PHARMACEUTICAL INDUSTRIES, LTD


             


            
                	
                            
                            By:

                        	
                            
                            /s/ Dilip S. Shanghvi

                        


            


            
                	
                            
                             

                        	
                            
                            (signature)

                        


            


             


            
                	
                            
                            Name:

                        	
                            
                            Dilip S. Shanghvi

                        


            


            
                	
                            
                             

                        	
                            
                            (printed)

                        


            


             


            
                	
                            
                            Title:

                        	
                            
                            Chairman & Managing Director

                        


            


             


            
                	
                            
                            Date:

                        	
                            
                            January 29, 2008

                        


            


             


             


             


            
            21


            


             

            
            

            

             


            
            DISTRIBUTION AND SALE AGREEMENT


             


            
            Schedule A


             


            
            Pursuant to the Distribution and Sale Agreement ("Agreement")
            between CARACO PHARMACEUTICAL LABORATORIES LTD
            (“Caraco”) and SUN PHARMACEUTICAL INDUSTRIES, LTD (“Sun”) dated
            January 29, 2008, the following finished pharmaceutical Product-containing compound as
            active ingredient:


            
            Pantoprazole Sodium Delayed Release Tablets 40 mg./Pantroprazole
            Sodium


             


            This
            Schedule A is considered as part of the above-mentioned Agreement.


            
            CARACO PHARMACEUTICAL LABORATORIES LTD


             


            
                	
                            
                            By:

                        	
                            
                            /s/ Daniel H. Movens

                        


            


            
                	
                            
                             

                        	
                            
                            (signature)

                        


            


             


            
                	
                            
                            Name:

                        	
                            
                            Daniel H. Movens

                        


            


            
                	
                            
                             

                        	
                            
                            (printed)

                        


            


             


            
                	
                            
                            Title:

                        	
                            
                            Chief Executive Officer

                        


            


             


            
                	
                            
                            Date:

                        	
                            
                            January 29, 2008

                        


            


             


            
            SUN PHARMACEUTICAL INDUSTRIES, LTD


             


            
                	
                            
                            By:

                        	
                            
                            /s/ Dilip S. Shanghvi

                        


            


            
                	
                            
                             

                        	
                            
                            (signature)

                        


            


             


            
                	
                            
                            Name:

                        	
                            
                            Dilip S. Shanghvi

                        


            


            
                	
                            
                             

                        	
                            
                            (printed)

                        


            


             


            
                	
                            
                            Title:

                        	
                            
                            Chairman & Managing Director

                        


            


             


            
                	
                            
                            Date:

                        	
                            
                            January 29, 2008

                        


            


             


             


             


             


            
            22