On Stamp Paper of INR 200


 


February 2 2011


 


ICICI Bank Limited, New York Branch


500 Fifth Avenue


New York, New York 10110


 


		Re:	Jubilant Life Sciences Limited.- Loan and Security Agreement
dated February 2,2012 executed between Jubilant Cadista Pharmaceuticals Inc. and ICICI Bank Limited, New York Brach (the “Agreement”)



 


Ladies and Gentlemen:


 


On behalf of Jubilant Life Sciences Limited
, we hereby unconditionally and irrevocably confirm to you with respect to the Agreement executed by our step down subsidiary,
Jubilant Cadista Pharmaceuticals Inc.- (“Jubilant”), in favor of ICICI Bank Limited, New York Branch (the “Bank”)
that:


 


		1.	We have reviewed a copy of the Agreement as executed by Jubilant.



		2.	We confirm to the Bank and agree, that for as long as Jubilant owes any money to the Bank under
the Agreement and the other Credit Documents (as defined therein), we shall (i) not sell our “Controlling Interest”
(as defined below) in Jubilant during the time that the Agreement remains in force and effect and that any amounts/monies remain
outstanding under the Agreement; and (ii) exercise Management Control over the Borrower, Jubilant.



		3.	We hereby undertake that if at any time during the tenure of the Agreement, we reduce our Controlling
Interest and/or do not exercise Management Control over the Borrower, the same shall amount to an Event of Default under the Agreement,
allowing the Lender to take any action as permitted under the Agreement or applicable law..



A “Controlling Interest”
means that Jubilant Life Sciences Limited shall at all such times during the time that the Agreement remains in force and effect
own directly or indirectly at least 51% of the common shares of capital stock of Jubilant


“Management Control”
shall mean with respect to the Borrower, (i) the direct or indirect ownership over at least 51% of the issued and paid
up equity share capital of the Borrower by Jubilant Life Sciences Limited; and (ii) the right of the Jubilant Life Sciences Limited
to control the management and policy decisions affecting the Borrower whether through ownership or by agreement or otherwise; and
(iii) ability to appoint the majority directors on the board.














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All capitalized terms not defined herein shall
have the meaning ascribed to them in the Agreement.


 


We understand that the Bank is relying on the
undertakings and commitments expressed above for entering into the Agreement with Jubilant, and we shall faithfully comply with
our obligations and commitments expressed herein. We also understand that any breach of the provisions of this Undertaking will
be deemed to be an Event of Default under the Agreement permitting the Lender to avail of all or any of the right/remedies that
the Lender may have under the Agreement.


 


This undertaking shall be governed by laws
of India.


 


Respectfully submitted,


 


Jubiliant Life Sciences Limited.


By: /s/ R Sankaraiah


Name & Title: R Sankaraiah, Director


 


Agreed and Acknowledged by:


The Cadista Holdings Inc, (“Cadista”)
a subsidiary of the Jubilant Life Sciences Limited hereby confirms that it has read and understood the terms and conditions of
this Undertaking. Cadista understands and acknowledges that it has been notified about the existence, and the provisions, of this
Undertaking, and recognizes the rights of the Lender, and the obligations of the Jubilant Life Sciences Limited, under this Undertaking.
Cadista agrees and undertakes that it will not, and it will not permit the Jubilant Life Sciences Limited, to take any action,
which by itself or which considered in aggregate with other actions, would lead to non-compliance with the provisions of this Undertaking.


 


Cadista Holdings Inc


By: /s/ Kamal Mandan


Name & Title: KAMAL MANDAN, CFO


 


Agreed and Acknowledged by


 


Jubilant Cadista Pharmaceutical Inc


By: /s/ Kamal Mandan


Name & Title: KAMAL MANDAN, CFO


 






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