**Exhibit2.2**

This BusinessTransfer Agreement (the “Agreement”) contains representations and warrantiesthat AMRI India Private Limited (“AMRI India”) and Ferico Laboratories Limited(“Ferico”) made to each other. These representations and warranties were madeonly for the purposes of the Agreement and solely for the benefit of AMRI Indiaand Ferico as of specific dates, may be subject to important limitations andqualifications agreed to by Ferico and AMRI India in confidential disclosureschedules provided by Ferico to AMRI India in connection with the signing ofthe Agreement, and may not be complete, furthermore, these representations andwarranties may have been made for the purposes of allocating contractual riskbetween Ferico and AMRI India instead of establishing these matters as facts,and may or may not have been accurate as of any specific date and do notpurport to be accurate as of the date of the filing of the Agreement by AMRIIndia with the Securities and Exchange Commission.  Accordingly, you should not rely upon therepresentations and warranties contained in the Agreement as characterizationsof the actual states of facts, since they were intended to be for the benefitof, and to be limited to AMRI India and Ferico.

**BUSINESSTRANSFER AGREEMENT**

This **BUSINESS TRANSFER AGREEMENT** (the “**Agreement**”)is made on the [·] day of [·],2007:

**BY ANDBETWEEN:**

3)              **FERICO LABORATORIES LIMITED,** a company incorporated pursuantto the provisions of the Companies Act, 1956 and having it’s registered officeat Runwal Chambers, 1st Road, Chembur, Mumbai 400 071  (hereinafter referred to as “**Ferico/Seller**”, which expression shall, unless repugnant tothe context or meaning thereof, be deemed to include its successors andpermitted assigns); and

4)              **AMRI INDIA PRIVATE LIMITED**, a company incorporated pursuantto the provisions of the Companies Act, 1956 and having it’s registered officeat 23rd Floor, Express Towers, Nariman Point, Mumbai400 021 (hereinafter referred to as the “**Purchaser**”,which expression shall, unless repugnant to the context or meaning thereof, bedeemed to include its successors, and assigns, nominees as provided herein).

The Seller and the Purchaser may be collectivelyreferred to as the “**Parties**” andindividually as the “**Party**”.

**WHEREAS**:

C.             The Seller owns andoperates the Business (as defined hereinafter) in the manner more particularlycontained hereinafter. The Purchaser is a company which is a subsidiary ofAlbany Molecular Research Mauritius Private Limited incorporated under the lawsof Mauritius and is an indirect subsidiary of Albany Molecular Research Inc.,incorporated under the Laws of State of Delaware. The Purchaser proposes toengage in the business of manufacture and sale of certain pharmaceuticalproducts and the Business.

D.            The Purchaser isdesirous of taking over the Business and the Seller has agreed to transfer theBusiness as a going concern on a slump sale basis for a lump sum considerationwithout values being assigned to individual assets and liabilities, ascontemplated under the provisions of Section 50B read with Section 2 (42c) ofthe Income Tax Act 1961.

**NOW THEREFORE, in consideration of the premises,the mutual covenants, terms and conditions and understandings set forth herein,the Parties with the intent to be legally bound hereby covenant and agree asfollows:**

**22.****                               DEFINITIONSAND INTERPRETATION**

22.1                           Definitions

In addition to the terms defined in the introductionto, recitals of and the text of this Agreement, the following words and terms,whenever used in this Agreement, unless repugnant to the meaning or contextthereof, shall have the respective meanings set forth below:

“Affiliate” ofa Party means (i) in the case of any Party other than a natural person, anyother Person that, either directly or indirectly through one or moreintermediate Persons, Controls, is Controlled by or is under common Controlwith such Party;

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and (ii) in the case of any Party that is a naturalperson, includes any ‘Relative’ (as such expression is defined in the CompaniesAct, 1956) of such natural person. For the purpose of this definition “Control”****including, with its correlative meanings, the terms “Controlled by” and “under common Control”, shall mean thepower and ability to direct the management and policies of the controlled enterprisethrough ownership of voting shares of the controlled enterprise or by contractor otherwise, and in any event and without limitation of the previous sentence,any person owning 51% or more of the voting securities of a second person shallbe deemed to control that second person.

“Applicable Laws” or “Laws” includes allapplicable statutes, enactments, acts of legislative or Parliament, laws,ordinances, rules, bye-laws, regulations, notifications, guidelines, policies,directions, directives and orders of any government, statutory authority,tribunal, board, court or recognised stock exchange of the Republic of India.

“Assumed Business Contracts” shall have themeaning assigned to it in Clause 6.1

“Assurances” means any indemnity, guarantee,suretyship or any other similar commitment made or given by or on behalf of theSeller or any of their respective agents, directors, officers, employees oradvisers in relation to the Business prior to Completion.

“Banks” means the banks enumerated in **Schedule 1**.

“Balance Sheet Date” means November 30, 2006.

“Books and Records” means all lists ofcustomers and suppliers, business plans and forecasts (prepared by anyoneemployed in the Business), notices, enquiries, orders, correspondence, computerdisks, tapes or other machine readable or other records of a financial ormarketing nature to the extent that they relate exclusively to the Business andare owned or enjoyed by the Seller, but excluding (i) Taxation records, (ii)records required by Law to be maintained and/or retained by the Seller pursuantto this Agreement.

“Business” means the pharmaceutical businesswhich is carried on by the Seller under the name of “Ferico” and which relatesto the manufacture of active pharmaceutical ingredients and other pharmaceuticalintermediates together with (i) the Business Plant and Machinery (ii) thebenefit (subject to the burden) of the Business Contracts (iii) Employees (iv)the Business Goodwill (v) the Books and Records (vi) the Business Stock (vii)Business Assets (viii) Business Properties and (xi) Current Assets BeingTransferred at Completion; free from all Encumbrances;  subject to the (i) Current Liabilities andProvisions Being Transferred and the (ii) Debt Repayment Amount.

“Business Assets” means all the assets of theBusiness.

“Business Consideration” means the compositeslump sale consideration price which is set out in **Schedule2** plus the NetCurrent Asset Value, less the Debt Repayment Amount.

“Business Contracts” means all Contracts inrelation to the Business entered into by the Seller prior to the Transfer Time,which are in effect (in whole or in part) as at the Transfer Time and includesContracts which are specified in **Schedule 3**.

“Business Day” means a day other than Saturdayand Sunday on which banks are open for normal banking business in India,Mauritius or the United States of America.

“Business Goodwill” means as at the TransferTime, all the goodwill of the Seller in relation to the Business, including theexclusive right of the Purchaser toengage in trade under the trade name “Ferico” and represent itself ascarrying on the Business in succession to the Seller as from the Transfer Time.

“Business Plant and Machinery” means all theplant, machinery, equipment, computer and communications hardware, loose tools,fixtures, fittings, furniture, vehicles and other goods owned by the Seller andused exclusively in relation to the Business as at the Transfer Time.

“Business Properties” means the owned,leasehold and licensed properties, of the Business details of which are set outin **Schedule 4** hereto.

“Business Stock” means all stocks of finishedgoods and samples, raw materials and consumables, engineering spares,work-in-progress, stock in transit and other similar stock in trade, wherever located, produced or acquiredfor the purpose of sale or

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use in the manufacture of finished products or theprovision of services, owned by the Seller for the purposes of and relating tothe Business as at the Transfer Time.

“Calendar Days” means all the days in a weeki.e., Monday to Sunday.

“Claim” means a claim made by the relevantParty under the indemnity as set out in Clause 12 herein.

“Completion” means the completion of the saleand purchase of the Business which shall be deemed to be effective as of theCompletion Date and in accordance with Clause 9.

“Completion Date” means two (2) Business Daysafter the date on which all the Condition Precedents have been either satisfiedor waived pursuant to Clause 4.1 or two (2) Business Days after the CompulsoryCompletion Date, as the case may be, in terms of Clause 4.2.

“Compulsory Completion Date” means fifty two(52) Calendar Days from the Execution Date, or, that date which is two (2)Business Days after the receipt of all the approvals/licenses required by thePurchaser to operate the Business as are set out in **Schedule5**, whichever date is earlier.

“ConditionsPrecedent” means the conditions precedent to Completion which are set outin Clause 4.

“Contracts” means (a) any agreements,contracts, commitments, understandings, binding arrangements, licences,purchase orders and all other forms of engagements, arrangements and agreementsof any kind or nature, express, implied, written or oral, to the extent thatthey relate to the whole or any part of the Business; and (b) any offers,tenders, purchase orders, supply orders or the like to the extent relating tothe Business and made by the Seller prior to the Transfer Time which are, ormay be, capable, at any time following the Transfer Time, of being converted,by an acceptance or other act of some other person, into obligations of theSeller in relation to the Business.

“Current Assets Being Transferred” means allassets classified as current assets in the books of account of the Seller onlyin relation to the Business and shall include raw materials, goods in process,finished goods, fuel, packing material, printed material, indirect tax assets,Current Debtors which are being transferred as at the Transfer Time but shallexclude all book debts, loans and advances, deposits and cash and bankbalances.

“Current Debtors” means debtors who do not owemore than Rupees One Lakh Fifty Thousand Only (Rs. 1,50,000/-) in the aggregateto the Seller.

“Current Creditors” means creditors to whom theSeller does not owe more than Rupees One Lakh Fifty Thousand Only (Rs.1,50,000/-)in aggregate.

 “CurrentLiabilities and Provisions Being Transferred” means the Current Creditorsof the Seller as at the Transfer Time arising in connection with the Businessbeing transferred as appearing in the books of accounts.

“Debt Repayment Amount” means an amount, to bepaid by the Purchaser to the Banks as more specifically set out in **Schedule 6**.

“Debt Repayment Satisfaction Date” shall havethe meaning assigned to it in Clause 5.

“Debt Repayment Satisfaction Documents” shallhave the meaning assigned to it in Clause 5.

“Employee” or “Employees” means all theemployees who are engaged or employed by the Seller in relation to the Businessas set out in **Schedule 7** hereto and whoshall be transferred with the Business to the Purchaser in accordance with theprovisions of this Agreement and Applicable Law.

“Employees’ Plan(s)” means all pension,gratuity, provident fund, profit sharing, retirement, deferred compensation,share purchase, share option, incentive, bonus, vacation, severance,disability, medical insurance, life insurance or any other type of employeebenefit plan, program or arrangement under Applicable Law for or on behalf ofthe Employees.

“Encumbrance” shall mean (i) any mortgage,charge (whether fixed or floating), pledge, lien, hypothecation, assignment,deed of trust, title retention, security interest or other encumbrance of anykind securing, or conferring any priority of payment in respect of, anyobligation of any Person, including any right granted by a transaction which,in legal terms, is not

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the granting of security but which has an economic orfinancial effect similar to the granting of security under Applicable Law, (ii)any proxy, power of attorney, voting trust agreement, interest, option, rightof first offer, refusal or transfer restriction in favour of any Person and(iii) any adverse claim as to title, possession or use; in each case regardlessof whether known or unknown, matured, contingent or accrued.

“Execution Date” means the date on which thisAgreement is executed.

“General Manager” means any Employee who earnsa gross salary of more than Rupees Thirty Thousand (Rs. 30,000/-) per month.

“Long Stop Date” means Eighty Two (82) CalendarDays from the Execution Date.

 “Net CurrentAsset Value” means the value of the net current assets of the Businesscalculated as the difference between the “Current Assets Being Transferred” and“Current Liabilities and Provisions Being Transferred”, within Forty (40)Calendar Days after the Execution Date or such other earlier date as may bedetermined by the Purchaser, which shall be determined in accordance with thevaluation method which is set out in **Schedule 8**.

“No Dues and Debt Repayment SatisfactionCertificate” shall have the meaning assigned to it in Clause 5.

“Permits” means all formal approvals, permits,licenses, certificates and similar authorizations issued or granted or to beissued or granted by the relevant governmental and regulatory authorities, morespecifically set out in **Schedule 9**.

“Retention Amount” shall have the meaningassigned to it in Clause 3.2.1.

“Share Certificates” means the sharecertificates of Jawahar Industrial Corporative Society issued in favour ofFerico.

“Society” means the Jawahar Industrial CorporativeSociety.

“Tax Assets” means a right to receive amountsin respect of a Tax.

“Tax Liabilities” means the obligation to makepayment in respect of a Tax.

“Tax” or “Taxation” means all forms oftaxation, impositions, duties, contributions and levies in the nature oftaxation including transfer taxes, social security contributions and allpenalties, charges, costs and interest relating thereto regardless of whetherany such taxation, impositions, duties, contributions, transfer taxes, socialsecurity contributions, levies and such penalties, charges, costs or interestare chargeable directly or primarily against or are attributable directly orprimarily to the Seller or the Business or any other person and regardless ofwhether any amount in respect of any of them is recoverable from any otherperson.

“Transaction Documents” means this Agreementand any other agreements, including any amendments thereto, entered into by theParties in relation to the subject matter contained herein.

“Transfer Time” means               a.m./ p.m. on the Completion Date.

22.2                           Interpretation

22.2.1              Anyreference herein to any Clause, Schedule or Exhibit is to such Clause, Scheduleor Exhibit to this Agreement unless the context otherwise requires. TheSchedules and Exhibits to this Agreement shall be deemed to form part of thisAgreement. It is hereby clarified that Annexures referred to in the DisclosureSchedule (**Schedule 15**) have beenprovided separately by the Seller to the Purchaser.

22.2.2               Anyreference to any provision of law or regulation herein is a reference to it asit may have been, or may from time to time be, amended, modified, consolidatedor re-enacted.

22.2.3               Referencesto any Party shall, where the context permits, include such Party’s successors,legal representatives and permitted assigns.

22.2.4               Theheadings are inserted for convenience only and shall not affect theconstruction of this Agreement.

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22.2.5              Unlessthe context requires otherwise, words importing the singular include the pluraland vice versa, and pronouns importing a gender include each of the masculine,feminine and neuter genders.

22.2.6              Referencesto the knowledge, information, belief or awareness of any Person shall bedeemed to include the knowledge, information, belief or awareness such Personwould have if such Person had made reasonable inquiries.

22.2.7              Thewords “hereof,” “hereunder” and “hereto,” and words of like import, refer tothis Agreement as a whole and not to any particular Section hereof.

22.2.8              Inthe computation of periods of time from a specified date to a later specifieddate, the word “from” means “from and including” and the words “to” and “until’each mean “to and including”.

**23.****                               SALEAND PURCHASE OF THE BUSINESS**

23.1                           Transferof the Business: Subject to the provisions of this Agreement, includingfulfilment of the Conditions Precedent set out in Clause 4 below, the Sellershall transfer, sell and/or assign and the Purchaser shall assume, purchaseand/or accept as at and from the Transfer Time, the Business as a going concern.

23.2                           GoingConcern: The Business is being sold on the terms of this Agreement as agoing concern with effect from the Transfer Time with the intent that thePurchaser may carry on the Business as a going concern from the Transfer Timeprovided the Purchaser shall be responsible to obtain all relevant licenses,consents and permits required to operate the Business.

**24.****                               CONSIDERATION**

24.1                           Consideration:The total consideration for the sale and purchase of the Business agreed to besold pursuant to Clause 2 shall be a sum equal to the Business Consideration.

24.2                           Paymentof Consideration: The consideration for the Business shall be paid asfollows:

24.2.1    Subject to Clause 3.2.2 and Clause5.3 the Business Consideration less the amount of Rs. 50,00,000/- (Rupees FiftyLakhs Only) (“**Retention Amount**”) shall be paidover to the Seller by the Purchaser on the Debt Repayment Satisfaction Date asprovided in Clause 5.

24.2.2    The Retention Amount shall bereleased by the Purchaser, only on the date on which the Seller complies withthe provisions contained in Clause 11.4 below. However, notwithstandinganything stated under this Agreement in the event the Seller fails to satisfythe requirements under Clause 11.4 below within 6 months from the Completion Datethen in that event the Retention Amount shall be forfeited by the Purchaser andthereafter, the Retention Amount shall not be payable by the Purchaser to theSeller.

24.2.3    The Purchaser shall, prior to theCompletion Date, determine the Net Current Asset Value in accordance with thevaluation method which is set out in **Schedule 8**.It is clarified that for the purpose of determining the Net Current AssetValue, the Current Assets Being Transferred and Current Liabilities andProvisions Being Transferred shall be determined within 40 Calendar Days afterthe Execution Date or such other earlier date as may be determined by thePurchaser. For the purpose of this Agreement, the Net Current Asset Valueshall, as of the Execution date, be assumed as Rs. 1,50,00,000/-(Rupees OneCrore and Fifty Lakh only), which amount shall be suitably adjusted inaccordance with Clause 3.2.4 below.

24.2.4    The Purchaser shall determine theNet Current Asset Value within 40 Calendar Days after the Execution Date orsuch other earlier date as may be determined by the Purchaser. The Purchasershall deliver the determination of the Net Current Asset Value to Sellerimmediately upon such determination.  Ifwithin Two (2) days following delivery of the Net Current Asset Value calculationSeller has not given the Purchaser written notice of its objection as to theNet Current Asset Value calculation (which notice shall state the basis ofSeller’s objection), then the Net Current Asset Value calculated by Purchasershall be binding and conclusive on the Parties and be used in adjusting theBusiness Consideration to reflect the Net Current Asset Value so determined. IfSeller duly gives the Purchaser such notice of objection, and if Purchaser andSeller fail to resolve the issues outstanding with respect to the calculationof the Net Current Asset Value within 2 days of Purchaser’s receipt of Seller’sobjection notice, Seller and Purchaser shall submit the issues remaining indispute to (a) Price Waterhouse Coopers, or (b) Deloitte Touche Tohmatsu, or(c) Grant

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Thornton, in order ofpreference (the “**Independent Accountant**”)for resolution applying the methodology set forth in **Schedule8** hereto. If issues are submitted to the Independent Accountantfor resolution, (i) Seller and Purchaser shall furnish or cause to be furnishedto the Independent Accountant such work papers and other documents andinformation relating to the disputed issues as the Independent Accountant mayrequest and are available to that party or its agents and shall be afforded theopportunity to present to the Independent Accountant any material relating tothe disputed issues and to discuss the issues with the Independent Accountant;(ii) the determination by the Independent Accountant, as set forth in a noticeto be delivered to Seller and Purchaser within 5 days of the submission to theIndependent Accountant of the issues remaining in dispute, shall be final,binding and conclusive on the Parties, absent manifest error, and shall be usedin the calculation of the Net Current Asset Value for the purpose of Completionand for adjusting the Business Consideration to reflect the Net Current AssetValue so determined for the purpose of Completion; and (iii) Seller andPurchaser will each bear fifty percent (50%) of the fees and costs of theIndependent Accountant for such determination.

24.3                           Responsibilityfor Taxes and Fees: The Business Consideration payable under this Agreementis (unless expressly stated otherwise) exclusive of any land transfer taxes,any stamp duty or stamp duty reserve tax and all sales and use transfer andother similar Taxes, value added tax etc., (excluding for the avoidance ofdoubt, Tax on income, profits or gains), duties and registration fees as wellas any notarial fees and company or land registry fees which may be or maybecome payable in respect of the sale of the Business pursuant to thisAgreement or any document or conveyance related to this Agreement, includingwithout limitation, the cost of any stamp duty, transfer fees or registrationcharges which may be or become payable in respect of this Agreement and anyother document or conveyance transferring the Business which shall be bornesolely by the Purchaser.

24.4                           NoSet-Off: Save as expressly set out in this Agreement, any payments to bemade by any Party under this Agreement shall be made in full without anyset-off, restriction, condition or deduction for or on account of anycounterclaim.

**25.****                               CONDITIONSPRECEDENT**

25.1                           Theobligation of the Seller to transfer the Business, and the obligation of thePurchaser to purchase the Business is subject to the fulfilment, prior to orsimultaneously at Completion (or at the time specified below), of the followingcondition, any one or more of which may be waived by the Purchaser except forthe conditions set out in Clauses 4.1.2, which may be waived by the Seller:

25.1.1              TheSeller having performed and complied with all agreements, obligations andconditions contained in this Agreement that are required to be performed orcomplied with by it at or before the Completion Date;

25.1.2              ThePurchaser having performed and complied with all agreements, obligations andconditions contained in this Agreement that are required to be performed orcomplied with by it at or before the Completion Date;

25.1.3              TheSeller having passed a resolution of the shareholders of the Seller pursuant toSection 293(1)(a) of the Companies Act, 1956 read with Section 192A of theCompanies Act, 1956 approving the transfer of the Business to the Purchaser andcomplied with the requirements as necessary under the Articles of Associationof the Seller. A format of the same is annexed hereto as **Schedule10**;

25.1.4              TheSeller shall apply, as per the drafts annexed hereto as **Schedule11**, to the relevant governmental or other regulatory authoritiesfor the issue or transfer to the Purchaser of all the necessary Permits whichare listed in Schedule 9, required by it to carry on the Business after theTransfer Time.

25.1.5              TheSeller having delivered to the Purchaser a certificate dated the Transfer Time,by the Director of the Seller certifying that the representations andwarranties set forth in Clause 10 are true and correct as on the Transfer Time.A format of the same is annexed hereto as **Schedule 12**.

25.1.6              TheSeller having delivered to the Purchaser a certificate dated the CompletionDate and signed by one of the Directors of the Seller authorised by the Board,certifying that the conditions set forth in Clauses 4.1.3 to 4.1.6 have beensatisfied, and the same is ratified by the board of directors of the Seller. Aformat of the same is annexed hereto as **Schedule 13**.

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25.1.7              The Purchaser shall receive a writtenopinion dated the Completion Date from the legal counsel to the Seller, J SagarAssociates, in respect of the due authorisation, legal validity andenforceability of the provisions of this Agreement and all other TransactionDocuments. A format of the same is annexed hereto as **Schedule14**.

25.2                           Within2 Business Days of the Seller complying with their Conditions Precedent and thePurchaser receiving all the approvals/licenses as are set out in Schedule 5required by the Purchaser to operate the Business, the Parties shall proceedtowards Completion. In the event the Seller complies with all their ConditionsPrecedent and the Purchaser has not, by the Compulsory Completion Date,obtained all the approvals/licenses as are set out in Schedule 5 required bythe Purchaser to operate the Business then the Parties shall, notwithstandinganything stated under this Agreement proceed to Completion within 2 BusinessDays after the date of the Compulsory Completion Date.

25.3                           Endeavours:The Purchaser shall use its endeavours to procure that the Condition Precedentset forth in Clauses 4.1.2 is fulfilled as soon as is practical following executionof this Agreement and in any event before the Completion Date. The Seller willuse its endeavours to procure that the Conditions Precedent set forth inClauses 4.1.1, 4.1.3, 4.1.4, 4.1.5, 4.1.6 are fulfilled as soon as is practicalfollowing execution of this Agreement and in any event before the CompletionDate.

25.4                           Notificationof Other Parties: Upon either Party becoming aware that any of theConditions Precedent have been fulfilled, will be delayed in fulfilment or hasbecome incapable of fulfilment beyond the applicable time period for Completionthe Party becoming so aware they shall immediately notify the such other Partyand shall supply to the Purchaser written evidence (if available) of thefulfilment of that Conditions Precedent or (as the case may be), an explanationfor the delay in fulfilment or it having become incapable of fulfilment.

25.5                           Liabilityif Conditions Precedent are Not Fulfilled or Waived: If the ConditionsPrecedent are not fulfilled by the Seller or waived on or before the Long StopDate, irrespective of whether the Purchaser has obtained all or any of theapprovals/licenses as are set out in Schedule 5 required by the Purchaser tooperate the Business, all rights and obligations of each Party under thisAgreement (except under Clause 17 (Confidentiality), Clause 18 (Governing Law),Clause 19 (Dispute Settlement), Clause 20 (Notice) and Clause 21(Miscellaneous)) shall terminate and neither Party shall have any claim againstthe other, but without prejudice to the accrued rights and obligations of theParties before that termination.

**26.****                               LIABILITIES**

26.1                           Nothingin this Agreement shall be deemed to transfer any liability or impose anyobligation on the Purchaser other than Current Liabilities and Provisions BeingTransferred and the Debt Repayment Amount existing as at and from the TransferTime. Further it is clarified that in respect of the Debt Repayment Amount thePurchaser shall on the Completion Date pay the Debt Repayment Amount to theBanks as stated in **Schedule 6**and the Seller shall on behalf of the Purchaser ensure the following:

26.1.1                              thatthe respective Banks thereafter at the earliest issue to the Purchaser a nodues and Debt Repayment Amount satisfaction certificate (“**No Dues andDebt****Repayment Satisfaction Certificate**”)confirming that the Debt Repayment Amount taken from each of the concernedBanks have been satisfied and that from the date of the relevant No Dues andDebt Repayment Satisfaction Certificate there are no obligations/liabilities oroutstanding amounts under the relevant Debt Repayment Amount; and

26.1.2                              thatthe respective Banks along with the No Dues and Debt Repayment SatisfactionCertificate furnish the Purchaser with all the requisite filings with thestatutory authorities including Form Nos. 8 and 17 under the Companies Act,1956 confirming that the charges created by the Debt Repayment Amount have beensatisfied and released and also release all original title documents which havebeen deposited with the relevant Banks (collectively referred to as “**Debt Repayment Satisfaction Documents**”). 

26.1.3                              Forthe purpose of this Agreement the date when all the Banks issue the****No Dues and Debt Repayment Satisfaction Certificate alongwith the Debt Repayment Satisfaction Documents shall be referred to as the “**Debt Repayment Satisfaction Date”**.

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26.2                           Itis clarified and confirmed that the obligation taken over by the Purchaser inrespect of the Debt Repayment Amount is restricted only to the obligation torepay the Debt Repayment Amount and any further liability including any furtheramounts payable by the Seller to the Banks over and above the Debt RepaymentAmount, under or in relation to the underlying agreements pertaining to theDebt Repayment Amount shall be satisfied by the Seller and the Seller shallkeep the Purchaser indemnified in this regard.

26.3                           Notwithstandinganything stated herein in the event the Seller complies with all theirConditions Precedent but the Purchaser fails to pay the Debt Repayment Amountto the Banks on Completion as stated in Clause 5.1 above then the Purchasershall be entitled to a grace period of 30 days (“**Grace Period**”)to pay the Debt Repayment Amount to the Banks. However, if the Purchasercontinues to default in making the payment of the Debt Repayment Amount to theBanks as stated in Clause 5.1 above then the Parties shall proceed toCompletion which shall happen Two (2) Business Days after the expiry of theGrace Period and the Seller shall comply with the provisions of Clause 9 andthe Business shall be deemed to have been sold to the Purchaser in the mannerstated in Clause 2 and the Net Current Asset Value and the BusinessConsideration less the Retention Amount shall be paid over to the Seller andthe Seller shall not be required to comply with the provisions of Clause 5.1above or be subject to any liability as contemplated in Clause 5.2 above inrelation the Debt Repayment Amount.

**27.****                               THEBUSINESS CONTRACTS**

27.1                           Onthe Completion Date, the Seller shall provide the Purchaser with a list of allthe Business Contracts that are outstanding as on the Closing Date (“**Assumed Business Contracts**”) and shall novate the same infavour of the Purchaser.

27.2                           Inthis respect the Seller shall inform the counterparties to the AssumedBusiness Contracts that all the benefits and obligations under the AssumedBusiness Contracts have been assigned/novated in favour of the Purchaser. ThePurchaser hereby agrees and confirms that the Purchaser shall fulfil itsobligations and be entitled to the benefits under the Assumed Business Contractsprovided the counterparts consent to the said assignment/novation in favour ofthe Purchaser in writing. However, as stated in Clause 5 the Seller shall beresponsible for all defaults or breaches (whether matured or not as ofCompletion Date) committed by it under the Assumed Business Contracts as of theCompletion Date and the same shall be satisfied by the Seller.

27.3                           Paymentsto the Purchaser: If the Seller receives, or has at any time received, anypayment in respect of any Assumed Business Contract for any obligation to bedischarged post the Transfer Time by the Purchaser pursuant to this Clause 6the Seller shall:

27.3.1               Informthe Purchaser, of the same in writing.

27.3.2               ThePurchaser shall upon the receipt of the notice mentioned in Clause 6.3.1,provide the Seller with the details of the bank account in which the amountmentioned in Clause 6.3 needs to be deposited.

27.3.3               Theamount mentioned in Clause 6.3 shall be deposited in the bank account of thePurchaser mentioned Clause 6.3.2 within 2 Business Days of the receipt of thenotice mentioned in Clause 6.3.2.

The Seller shall at any time within 6 months from theTransfer Time permit the Purchaser or its agents, on giving reasonable noticeto the Seller, such access as it may reasonably require to the financial booksand records of the Seller in relation to the Business so as to allow thePurchaser to verify the due and proper performance by the Seller of itsobligations under this Section 6.3.

27.4                           Inthe event the Purchaser receives any amounts under the Business Contracts otherthan the Assumed Business Contracts then the same shall be paid over to theSeller on receipt of the same by the Purchaser and for this purpose thePurchaser would permit the Seller on giving reasonable notice to the Purchaser,to, any time within 6 months from the Transfer Time, audit the financial booksand records of the Purchaser relating to the Business to verify such amounts asare owed by the Purchaser to the Seller.

**28.****                               EMPLOYEESAND PERSONNEL**

28.1                           Transferof the Employees

28.1.1              Onand from the Completion Date, all the Employees shall be deemed to have ceasedto be employees of the Seller, and the Purchaser shall be deemed to haveemployed such Employees on terms and conditions of

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service which are no lessfavourable than those which the Employees enjoyed immediately prior to theCompletion Date with the Seller, without any interruption or break incontinuous service. With immediate effect from the Completion Date, thePurchaser shall take over and be responsible for the fulfilment and maintenanceof the Employees’ Plan in respect of the Employees. For the purpose of thisClause 7 the Purchaser shall be deemed to have satisfied the conditions imposedunder this Clause if the Purchaser abides by the terms and conditions ofemployment of the Employees as enumerated in Clause 10.2.12.

28.1.2              Allwages, salaries and other entitlements of the Employees and all tax deductionsand other contributions relating thereto which are due and payable at theCompletion Date shall be discharged by the Seller in respect of the period upto Completion and all such wages, salaries, entitlements, deductions andcontributions which are due and payable after Completion shall be discharged bythe Purchaser thereafter.

28.1.3              On the Completion Date, the Seller andthe Purchaser shall jointly communicate to the Employees a written notice in aform to be mutually agreed between the Parties regarding the terms andconditions of employment of the Employees with the Purchaser.

28.1.4              TheSeller shall on Completion make reasonable efforts to procure the writtenconfirmation of the Employeesconfirming that they shall continue their employment with the Purchaser on thesame terms and conditions as they are currently employed with the Employees andshall provide the originals of the same to the Purchaser.

28.1.5              Forthe avoidance of doubt it is clarified that the transfer of the Employees asstated above, shall be in the terms of Clause 25FF of the Industrial DisputeAct, 1947, inter alia, that (a) the services of the Employees, shall not be ordeemed to be interrupted by such transfer; (b) the terms and conditions ofservice applicable to the Employees after such transfer are not in any way lessfavourable to the Employees than those applicable to them immediately beforethe transfer; and (c) the Purchaser is, under the terms of the transfer herein,legally liable to pay to the Employees, in the event of their retrenchmentafter the Completion Date, compensation on the basis that the services havebeen continuous and have not been interrupted by the transfer of the Business.

**29.****                               ACTIONSPENDING COMPLETION**

29.1                           Fromthe Execution Date until the Transfer Time, the Seller shall continue to carryon the Business in the ordinary and usual course with due care andsubstantially in the same manner that the Business has been carried on prior tothe date hereof without any change in the nature, scope or conduct thereof,using the best endeavours to preserve the goodwill and to maintain theprofitability and value of the Business, subject to any requirements of Indianlaw or any restrictions on doing so imposed by this Agreement in accordancewith past practices.

29.2                           Withoutprejudice to Clause 8.1 above, Seller agrees with the Purchaser that, from theExecution Date until Completion, it shall give promptly to the Purchaser andits advisers on request such information regarding the Business and access tothe Business Properties as the Purchaser may reasonably require, and it hasnot, and except with the prior written consent of the Purchaser (not to beunreasonably withheld or delayed), it shall not, in relation to the Business orany part thereof:

29.2.1              Dispose or agree to dispose, remove orallow to remove of any of the Business Plant and Machinery and the BusinessProperties, other than trading stock, scrap, trading materials, wastematerials, solvents in the ordinary course of business, or dispose of any oftheir respective businesses or part thereof, in each case with a value inexcess of Rupees Twenty Lakhs (Rs. 20,00,000/-).

29.2.2              Acquireor agree to acquire any business or part of any business or any material assetother than trading stock, scrap, trading materials, waste materials, solventsin the ordinary course of business, in each case with a value in excess ofRupees Twenty Lakhs (Rs. 20,00,000/-) or any shares in any company.

29.2.3              Enterinto any joint venture,consortium or partnership agreement which would be a direct competition withBusiness.

29.2.4              Grantany lease or licence of any of the Business Properties.

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29.2.5              Engage in any litigation, arbitration,prosecution or other legal proceedings (other than for normal debt collectionor unless it is required to run/protect the Business) in respect of a claimwhere it is the plaintiff which is, or is likely to be, in excess of RupeesTwenty Lakhs (Rs. 20,00,000/-).

29.2.6              Enter into any transactions,agreements or arrangements that shall obligate the Business in excess of RupeesTwenty Lakhs (Rs. 20,00,000/-) or, which is not on an arm’s length, commercialand on bonafide basis and for the benefit of the Purchaser.

29.2.7              Giveor enter into any Assurance other than product guarantees or warranties givenin the ordinary course of business in respect of any liabilities of any thirdparty which has, or may reasonably be expected to have, a material adverseeffect on the Business.

29.2.8              Commit to make any expenditure oncapital items in excess of Rupees Twenty Lakhs (Rs 20,00,000/-).

29.2.9              Cancel, release or assign anyindebtedness owed to it in excess of Rupees Twenty Lakhs (Rs 20,00,000/-).

29.2.10        Change its policies in relation to thepayment of creditors.

29.2.11        Create,extend, grant or issue or agree to create, extend, grant or issue any mortgage,pledge, charge, lien or any other security interest over any part of theBusiness or over the whole or any material part of their present or futurerevenues in relation to the Business.

29.2.12        Increase or reduce the number ofEmployees engaged in the Business to any material extent or make any materialchange in the terms and conditions of such Employees (including salaries, feesor other emoluments and pension and life assurance arrangements includingretiral benefits) to any material extent other than in accordance with plansthat have been disclosed to the Purchaser prior to the Completion, and theparties acknowledge that the hiring or the removal or variation of the termsand conditions of any Employee whose total remuneration (including benefits) isRupees Thirty Thousand (Rs. 30,000/-) per month or more as at the ExecutionDate would of itself amount to a “material extent” or a “material change” (asthe case may be).

29.3                           PendingCompletion or the Long Stop Date (whichever is the earlier) the Seller willcomply with all reasonable requests for information in relation to the Businessto the extent that it is able to do so in order for the Purchaser to be incompliance with all Applicable Laws and regulations at the cost of thePurchaser.

29.4                           TheSeller shall maintain books of account in the same manner as currentlymaintained by the Seller for the Business which shall record and reflect eachof the Business Assets, the Current Assets Being Transferred and the CurrentLiabilities and Provisions Being Transferred (each the **“BusinessAccounts”**) with respect to the period between the Execution Dateuntil the Completion Date.

29.5                           Fromthe Execution Date until the Completion Date all such Current Assets beingTransferred and Current Liabilities and Provisions Being Transferred and alltransactions of the Seller to the extent they relate to the Business shall bereflected in the relevant Business Accounts which shall be operated inaccordance with the accounting principles, policies, procedures and practicesconsistently applied to the Business by the Seller. Without prejudice toClauses 2 (Sale and Purchase of the Business) and 3 (Consideration), atCompletion, the assets and liabilities reflected in the Business Accountsrelated to the Business shall be transferred to the Purchaser or as it maydirect, for no additional consideration.

29.6                           TheBusiness Accounts shall be prepared by the Seller in accordance with theaccounting principles, policies, procedures and practices consistently appliedto the Business by the Seller. The cost of preparing the Business Accountsshall be to the account of the Seller.

**30.****                               COMPLETION**

30.1                           Completionshall take place at the offices of the Seller on the Completion Date or at suchother time(s) and place(s) as the Parties may agree.

30.2                           AtCompletion, the Purchaser shall:

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30.2.1              Deliverto the Seller a copy of the board resolution of the board of directors of thePurchaser authorizing the execution of this Agreement (the copy of the boardresolution being certified as a true copy of the original by a director of thePurchaser) together with a true copy of any relevant powers of attorney (ifany) pursuant to which this Agreement is to be executed.

30.2.2              Make payment of the Debt RepaymentAmount as per Clause 5 above.

30.3                           AtCompletion, the Seller shall:

30.3.1              Deliver or cause to be delivered tothe Purchaser all of the Business Assets including Business Plant and Machinerywhich are capable of transfer by delivery, with the intent that title in suchBusiness Assets including the Business Plant and Machinery shall pass by suchdelivery by making the same available for collection at the place in which theyare situate or such other place which may be mutually agreed upon by theParties;

30.3.2              Deliveror cause to be delivered to the Purchaser (or shall certify to the Purchaser anaddress or addresses for collection of originals of) all such records,documents, lists, catalogues, literature and materials as are included in theBusiness Assets and the Business Plant and Machinery by making the sameavailable for collection at the place in which they are situate or such otherplace which may be mutually agreed upon by the Parties;

30.3.3              Signthe assignment deeds in respect of the Business Properties in favour of thePurchaser upon the Purchaserpaying the stamp duty thereon, if any.

30.3.4              Deliveror cause to be delivered to the Purchaser all original deeds and documents oftitle (without prejudice to the other provisions of Clause 5.1.2) relating toany of the Business Assets including the Business Plant and Machinery and theBusiness Properties in its possession;

30.3.5              Signthe novation deed and procurethe signature of Ms. Vigilante Security Services in respect of the contractdated March 27, 2006 between the Seller and Ms. Vigilante Security Services infavour of the Purchaser.

30.3.6              Makereasonable efforts to procurethe written confirmation of the Employees confirming that they shall continuetheir employment with the Purchaser on the same terms and conditions as theyare currently employed with the Employees and shall provide the originals ofthe same to the Purchaser***.***

30.3.7              Delivera copy of an extract from the minutes of a meeting of the board of directors of the Seller authorising theexecution by the Seller of this Agreement (those copy minutes being certifiedas a true copy of the original by the secretary of the Seller) together with atrue copy of any relevant powers of attorney pursuant to which this Agreementis to be executed;

30.4                           AnnouncementOf Sale

30.4.1              TheSeller shall, if so requested by Purchaser, and jointly with the Purchaser (atthe Purchaser’s expense) arrange for the despatch to all or any past or presentcustomers of each of the Business specifically nominated by the Purchaser of acircular announcing the sale by Seller of the Business and introducing thePurchaser as its successor. The Purchaser shall be entitled to state (in a formpreviously agreed in writing by the Parties) for a period of 6 months afterCompletion on all correspondence and promotional and sales literature that itis the successor of the Seller in the Business, including statements such as “formerlyknown as Ferico Laboratories Limited”. 

30.4.2              TheParties agree that thisAgreement and the terms of this Agreement shall be disclosed only by thePurchaser, at its sole discretion, except that any Party shall be entitled tomake such disclosures as maybe required pursuant to Applicable Laws and in caseof the Purchaser as required by the U.S. Securities and Exchange Commission orother US government regulations.

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**31.****                               REPRESENTATIONSAND WARRANTIES**

31.1                           EachParty represents to the other Party hereto that:

31.1.1              SuchParty has the full power and authority to enter into, execute and deliver thisAgreement and to perform the transactions contemplated hereby and, if suchparty is not a natural Person, such Party is duly incorporated or organisedwith limited liability and existing under the laws of the jurisdiction of itsincorporation or organisation.

31.1.2              Theexecution and delivery by such Party of this Agreement and the performance bysuch Party of the transactions contemplated hereby have been duly authorised byall necessary corporate or other action of such Party both under law and undertheir respective charter documents.

31.1.3              Assumingthe due authorisation, execution and delivery hereof by the other Parties, thisAgreement constitutes the legal, valid and binding obligation of such Party,enforceable against such Party in accordance with its terms, except as suchenforceability may be limited by applicable bankruptcy, insolvency, moratorium;and

31.1.4              Theexecution, delivery and performance of this Agreement by such Party and theconsummation of the transactions contemplated hereby will not (i) violate anyprovision of the organisational or governance documents of such Party, (ii)require such Party to obtain any consent, approval or action of, or make anyfiling with or give any notice to, any governmental authority in such Party’scountry of organisation or any other person pursuant to any instrument, contractor other agreement to which such Party is a party or by which such Party isbound, (iii) conflict with or result in any breach or violation of any of theterms and conditions of, or constitute (or with notice or lapse of time or bothconstitute) a default under, any instrument, contract or other agreement towhich such Party is a party or by which such Party is bound, or (iv) violateany order, judgment or decree against, or binding upon, such Party or upon itsrespective securities, properties or businesses.

31.2                           Exceptas disclosed in **Schedule 15**(“**Disclosure Schedule**”) the Sellerrepresents to the Purchaser hereto that:

31.2.1              Theaudited balance sheet of the Seller in relation to the Business as at March 31,2006 and the related statements of earnings and the Seller’s equity for thefiscal year then ended, accompanied by the notes thereto and the reportsthereon of Seller’s independent accounting firm, and the management accountsfor the period commencing from April 1, 2006 to the Balance Sheet Date (collectively,the “**Financial Statements**”) are correct andcomplete in all material respects, fairly present the financial condition,assets and liabilities of the Seller as at their respective dates and theresults of its operations for such periods, and have been prepared inaccordance with the accounting standards and applicable Law.

31.2.2              Theaccounting books and records of the activities of the Business required by lawto be maintained have been so maintained in accordance with the normal practiceof the Seller, are up-to-date and contain all matters required by law to beentered in them and copies of which have been provided in their entirety to thePurchaser.

31.2.3              Sincethe Balance Sheet Date in relation to the Business:

(i)                                 TheBusiness has been carried on in the ordinary and usual course without anyinterruption or alteration in its scope or manner so as to maintain it as agoing concern.

(ii)                              Nomaterial debtor has been released in relation to the Business on terms thathe/it pays less than the book value of any material debt and no material debthas been written off or has proved to be irrecoverable to any extent. For thesepurposes “material” means in respect of any debtor a sum not less than RupeesTwenty Lakhs Rs 20, 00, 000/-.

(iii)                           Otherwisethan in the ordinary course of business the Seller has not, in relation to theBusiness, paid any service, management or similar charges to any other personor incurred any liability to make such a payment.

(iv)                          TheSeller has not, in relation to the Business, entered into any joint venture,consortium or partnership agreement.

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(v)                                 Otherwisethan in the ordinary course of Business, the Seller has not, in relation to theBusiness, given or entered into any guarantee, indemnity or securityarrangements in respect of any liabilities of any third party which would bematerial in the context of the Business as a whole.

(vi)                              TheSeller has not, in relation to the Business, acquired or agreed to acquire anyasset, the value of which exceeds Rupees Twenty Lakhs Rs. 20,00,000/-:

(a)                                  Otherwisethan in the ordinary and normal course of trading; or

(b)                                 fora consideration which is higher than open market value at the time of itsacquisition;

(vii)                           TheSeller has not, in relation to the business, disposed of or agreed to disposeof any business or asset, the value of which exceeds Rupees Twenty Lakhs Rs.20,00,000/-:

(a)                                  Otherwisethan in the ordinary and normal course of trading; or

(b)                                 Fora consideration which is lower than open market value or book value (whicheveris the higher) at the time of its disposal;

(viii)                        Therehave been no material increases or decreases in the levels of the stock used inrelation to the Business.

31.2.4              Exceptfor stock disposed of in the ordinary course of business or assets acquiredsubject to retention or reservation of title by the supplier or manufacturer ofsuch assets, the Business Plant and Machinery and Current Assets BeingTransferred.

(i)                                     Islegally and beneficially owned by the Seller free from and clear of allEncumbrances;

(ii)                                  Isnot held subject to any finance lease, hire purchase agreement or anyarrangement of a similar nature; and

(iii)                               Isin the exclusive possession of or under the direct control of the Seller.

31.2.5              Whereany Business Plant and Machinery, Business Properties are used but not owned bySeller or any facilities or services are provided to the Seller by a thirdparty, no material event of default has occurred or is subsisting or has beenalleged or is likely to arise which may entitle any third party to terminateany agreement or licence which is material in the context of the Business inrespect of the provision of such facilities or services.

31.2.6              Noneof the Business Plant and Machinery, Business Properties and Current Assetsbeing Transferred have been acquired with the assistance of any governmental,local governmental, quasi-governmental or regulatory grant, subsidy or aidwhich grant, subsidy or aid is due to be repaid or reimbursed in anycircumstances.

31.2.7              TheSeller has not defaulted under any contract, and there are no circumstanceslikely to give rise to any such default. No party with whom the Seller enteredinto any of the contracts is in default under it and, there are nocircumstances likely to give rise to such a default.

31.2.8              TheBusiness Assets together with the rights conferred upon or acquired by thePurchaser under or pursuant to this Agreement, taken together comprise all theassets and rights which are necessary for carrying on the Business fromCompletion in substantially the manner it was carried on by the Seller prior toCompletion.

31.2.9              Nocustomer of the Business whose purchases from the Business represented, in theTwelve (12) month accounting period ending on the Balance Sheet Date, 5% ormore of the Business’ sales in that period has since the Balance Sheet Dateceased to do business with the Business.

31.2.10        Nosupplier of raw materials to the Business whose sales to the Businessrepresented, in the 12 month accounting period ending on the Balance SheetDate, 10% or more of the Business’ purchases in that period has since theBalance Sheet Date ceased to do business with the Business.

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31.2.11        Thefollowing details (subject to applicable data protection legislation) inrelation to each Employee have been disclosed to the Purchaser and moreparticularly enumerated in **Schedule 16**:

(i)                                     Theirage and dates of commencement of employment; and

(ii)                                  Ratesof basic salary and material benefits;

31.2.12        TheSeller has represented that the Employees have not entered into any written employmentagreements with Ferico. However, the Seller has provided in **Schedule 17** the main terms underwhich the Employees are employed by Ferico.

31.2.13        Thereare no employees engaged in the Business who provide services to the Businesswhether as consultants, agent or representatives or otherwise other than theEmployees.

31.2.14        NoEmployee, who holds the post of General Manager, has given or received noticeterminating his or her employment and no such Employee is entitled to give suchnotice as a result of entering into or implementation of this Agreement.

31.2.15        NoEmployee who holds the post of General Manager has been promised in writing oris accustomed to receiving any guaranteed increase of more then 30% of theirbasic salary or other benefits and there is no written agreement with any suchEmployee to increase his or her basic salary or any other benefits at a date inthe future.

31.2.16        Thereis no litigation, claim or other dispute existing, pending or threatened(whether orally or in writing) between the Seller and any Employee or any otheremployee employed by the Seller, or between the Seller and any trade union,staff association or any other employee representative.

31.2.17        There are no outstanding obligations toreinstate, re-engage, pay compensation to or comply with any recommendation ordeclaration of any court or any other tribunal in respect of any of theemployees, whether past or present, of the Seller including the Employees.

31.2.18        None of the terms of employment of any of theEmployees, requires the prior approval/consent of such employees for thepurpose of consummating the Transaction Documents and for effecting theprovisions contained in this Agreement.

31.2.19        TheSeller has not materially violated any of their obligations under theIndustrial Disputes Act 1947, the Contract Labour (Regulation & Abolition)Act 1970, the Child Labour (Prohibition and Abolition) Act, 1986, theMaharashtra Recognition of the Trade Union and Prevention of Unfair LabourPractice Act, 1971, The Maternity Benefit Act 1948, the Maharashtra MathadiHamal and other Manual Workers Act, 1969, the Factories Act 1948, the EmployeesState Insurance Act 1948, the Payment of Wages Act 1936, the Employees’Provident Fund & Miscellaneous Provisions Act 1952, the Minimum Wage Act1948, Payment of Gratuity Act, 1972, Payment of Bonus Act, 1965, Trade UnionAct, 1926 where such violation could individually or in aggregate result in aclosure of the Business.

31.2.20        TheSeller has not materially violated any of their obligations under the Drugs andCosmetics Act, 1945 in all respects where applicable, including but not limitedto obtaining all the requisite Permits stipulated under the Drugs and CosmeticsAct, 1945, for the manufacture of those drugs that require such Permits underthe same Act.

31.2.21        TheSeller is not a party to any litigation or arbitration proceedings materiallyaffecting the Business which are in progress and, have not been served with anynotices to this effect.

31.2.22        Thereare no governmental or official investigations or enquiry concerning theBusiness which is in progress or pending or threatened in this regard.

31.2.23        TheSeller has not received notice of any claim within the period of 36 monthspreceding the Execution Date in respect of defective or faulty productsmanufactured and/or supplied by the Seller in relation to the Business.

31.2.24        Allmaterial licences, approvals and consents required for the carrying on of theBusiness have been obtained and are in full force and effect.

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31.2.25        TheSeller is not in default under any licence, approval or consent in relation tothe Business that would individually or in aggregate result in a closure of theBusiness.

31.2.26        TheSeller is not involved in any dispute with or subject to any investigation byany tax authority concerning any matter likely to affect the Business or any ofthe Business Assets.

31.2.27        TheSeller has, in relation to the Business, complied with their obligationsrelating to Tax deductions and have made and accounted to the appropriate taxand other Authorities whether statutory or otherwise for all deductionsrequired or authorised to be made under those obligations.

31.2.28        Tothe best of the Seller’s knowledge, the Seller is not, in relation to theBusiness, in arrears with any payment of any sales, excise or such other taxesor levies required to be made in relation to the Business nor is it liable toany abnormal or non-routine payment or any forfeiture or any penalty orinterest or surcharge.

31.2.29        Allstamp duty and taxes, duties or registration fees have been paid in respect ofall documents to which the Seller is party which are of material importance andwhich relate to the Business.

31.2.30        Subjectto the conditions laid down in the relevant environmental consents as annexedhereto in **Schedule****18**, the Business, is in compliance with allEnvironmental Laws and Rules including but not limited to the Water (Prevention& Control of Pollution) Act, 1974, the Air (Prevention & Control ofPollution) Act, 1981 and the Hazardous Wastes (Management & Handling)Rules, 1989 and Amendment Rules thereof in all respects.

31.2.31        TheBusiness has not received, and there is not pending, any formal writtenindication, notice, complaint, or other formal written communication from anyrelevant authorities or any third party alleging any breach of environmentalLaws or alleging a breach of the terms of an environmental Permit, or that anyenvironmental Permit may be suspended, revoked, cancelled, materiallyrestricted or amended or not renewed.

31.2.32        TheSeller is the sole lessee of the Business Properties and has authority totransfer all rights, title and interests including easement rights and right ofway if any, in such properties to the Purchaser, subject to the approval of theSociety.

31.2.33        TheBusiness Properties are free from all tenancies, mortgages, charges,encumbrances or other adverse rights, except such rights that Society as lessormay have.

31.2.34        TheSeller has possession or under its control all deeds and documents which arenecessary to prove their right to the Business Properties, and all such deedsand documents have been provided to the Purchaser.

31.2.35        Otherthan as stipulated in the lease deeds for the Business Properties, there are nocovenants, restrictions, stipulations, easements, quasi-easements, burdensreservations, servitudes or privileges affecting any of the Business Propertiesor any part of them which are of an onerous or unusual nature or which conflictwith the present user of any of the Business Properties or which would affectthe use or continued use of any of the Business Properties for the purposes ofthe Business to the extent or in manner in which it is now used.

31.2.36        TheSeller has not received any complaints or notice of any breach of thecovenants, stipulations and conditions affecting any of the BusinessProperties, from the local or other relevant authorities, MIDC or the Societyand there are no circumstances which might have a material adverse effect onthe Business. Further no proposals, orders, acts or things have been made ordone by any such competent authority, body or agency concerning the compulsoryacquisition of all or any part of the Business Properties

31.2.37        TheBusiness Properties and their use for the purposes of the Business as iscurrently carried out comply with the local Applicable Laws and the buildinglaws and bye-laws in order that the same does not trigger the termination ofthe lease deeds or other documents under which the Seller are occupying theBusiness Properties, or otherwise materially affect the operations of theBusiness.

31.2.38        Otherthan the Permits which have been provided by the Seller to the Purchaser andenumerated in **Schedule 9**, no planning orother permissions or consents relating to any of the Business Properties havebeen given subject to any unusual or onerous conditions or on a temporarybasis.

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31.2.39        TheBusiness Properties are the only properties necessary for the conduct of theBusiness as presently conducted and the Seller does not own any otherimmoveable property except for the Business Properties.

31.2.40        Thereare no outstanding disputes with any person relating to any of the BusinessProperties or their use.

31.2.41        TheSeller has not infringed any intellectual property of any third parties inrespect of any of the products that they manufacture and further that theypossess valid registrations for trade name that they currently use and thatsuch trade name do not infringe the marks of any third party.

31.2.42        TheSeller represents that no claim under any Insurance Policies taken out inconnection with the Business or any of the Business Assets is outstanding inrelation to which the insurance cover of the Seller is insufficient to coverthe relevant liability and there are no circumstances likely to give rise tosuch a claim.

**32.****                               FURTHERASSURANCE AND OBLIGATION**

32.1                           FollowingCompletion, the Seller and the Purchaser shall at their own cost, execute andperform all such acts, deeds, other documents and other things (or procure thedoing, execution or performance thereof) as the Seller (in the case of thePurchaser) or the Purchaser (in the case of Seller) may from time to timereasonably require for the Parties to comply with their obligations under thisAgreement for the purpose of implementing the provisions of this Agreementincluding giving full effect to the transactions contemplated by this Agreementand vesting the Business and the Business Assets in the Purchaser.

32.2                           Withoutlimiting Section 11.1, from time to time supply to the other such assistance asthe other may reasonably require for the purpose of implementing the provisionsof this Agreement. Further the Seller shall assist the Purchaser in obtainingtransfer approvals/consents of the MIDC/Society in order to enable thePurchaser to perfect its title to the Business Properties. This would includethe Seller rendering all reasonable assistance to the Purchaser to facilitateit to conduct discussions and liaising with the relevant authorities (jointlywith the Purchaser) and providing information reasonably necessary forobtaining such approvals. In addition, as soon as reasonably practicable afterCompletion, the Seller shall de-register any relevant Permits in its name.

32.3                           TheSeller shall assist the Purchaser in obtaining the transfer all thelicenses/approvals pertaining to the Business under Applicable laws includingbut not limited to the ones set out in **Schedule 19**.

32.4                           TheSeller shall procure the transfer and endorsement of the Share Certificates infavour of the Purchaser by the Society.

**33.****                               INDEMNIFICATION**

33.1                           Allof the representations and warranties of Seller contained in this Agreementshall survive the Completion (even if the damaged party knew or had reason toknow of any misrepresentation or breach of warranty at the time of Completion)and continue in full force and effect forever thereafter for a period asprovided in Clause 12.4.

33.2                           TheSeller shall indemnify the Purchaser and defend and hold harmless thePurchaser, from and against only all direct losses suffered in relation to anyclaims asserted against, resulting to, imposed upon or incurred by thePurchaser by reason of, arising out of or resulting from****anyliability relating to the Business for the period till the Completion Date.

33.3                           TheParties (“**Indemnifying Party**”), shall indemnify,defend and hold harmless the other Party (“**Indemnified Party**”),from and against only all direct losses suffered by it in relation to anyclaims asserted against, resulting to, imposed upon or incurred by theIndemnified Party by reason of, arising out of or resulting from****any inaccuracy or breach of any representation or warranty,covenant, undertaking or agreement of the Seller or Purchaser contained in ormade pursuant to this Agreement.

33.4                           Notwithstandingany of the other provisions of this Agreement, it is expressly agreed that

(i)                                     anyclaim made pursuant to this Clause 12 above shall be made within three (3) yearfrom the Completion Date. However, this limit shall not apply to any directloss suffered by the Purchaser in respect of any claim in relation to breach ofor non-compliance with any environmental laws. Any claim made pursuant to this Clause 12 above with

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respect toenvironmental laws shall be made within 8 (Eight) years from the Completion Date.

(ii)                                  aParty shall only be entitled to make aclaim if the amount of loss so claimed is in aggregate equal to or inexcess of Rupees Two Lakhs (Rs. 2,00,000/-) but once this threshold is reachedall the losses suffered by the Indemnified Party shall be made good.

(iii)                               theaggregate liability of any Party under this Agreement shall not exceed Rs.9,10,00,000/-.

33.5                           Notwithstandinganything contained in this Clause, it is expressly agreed that if the Sellerhas discharged their obligations either under Clause 12.2 or Clause 12.3, thenthe Seller shall not be liable to the Purchaser for any amounts already paid bythe Seller either under Clause 12.2 or Clause 12.3 for the same cause ofaction.

**34.****                               INFORMATION,RECORDS AND ASSISTANCE**

34.1                           Provisionof Records: The Seller and the Purchaser shall each provide the other uponreasonable request and upon providing reasonable justification that the same isrequired under Applicable Law, full and free access (including the right totake copies) during usual business hours to the books, accounts and recordswhich relate exclusively or primarily to the Business to be held by each ofthem after Completion and which relate to the period up to the Completion Date(“**Financial Records**”).

34.2                           Preservationof Records: For a period of 8 years following the Completion Date, neitherParty shall dispose of or destroy and shall not dispose of nor destroy, any ofthe Financial Records or Books and Records without first giving the other Partyat least two months’ notice of its intention to do so and giving the otherParty the opportunity to remove and retain any of them (at that other Party’sexpense).

**35.****                               INSURANCE**

35.1                           Policiesin force until Completion: The Seller shall continue in force up to andincluding the Completion Date all policies of insurance maintained by it inrespect of the Business.

35.2                           Coverceases on Completion: Upon Completion all insurance cover provided inrelation to the Business by the Seller (whether under policies maintained withthird party insurers) shall cease (but, for the avoidance of doubt, withoutprejudice to any such claim made on or prior to Completion under the Seller’sexisting insurance cover).

**36.****                               NON-COMPETE**

36.1                           The Seller shall ensure that the Sellerand its Affiliates shall, on and from the Completion Date and till a period of5 (five) years, give up, part with, cease and desist from carrying on aCompeting Business. For the purpose of this Clause 15 “Competing Business”shall mean any business for production of any products as are specified in **Schedule 20** (“**Competing****Products**”).

36.2                           The Seller shall ensure that the Sellerand it’s Affiliates shall not, directly or indirectly, either by themselves/itself or in association with or through any Person or entity, in any mannerwhatsoever till a period of 5 (five) years from the Completion Date:

36.2.1                  Carry on, own, manage, operate, join, assist, have aninterest or control (other than a passive financial investment) in anyCompeting Business; or

36.2.2                  Engage in or conduct or carry on any CompetingBusiness

36.2.3                  For itself or as an agent of any Person canvass orsolicit for any Competing Business; or

36.2.4                  Solicit any customer, distributor, supplier, dealer,or agents for the purpose of any \ Competing Business; or

36.2.5                  Solicit, canvass or entice away any editorial staff,employee who is employed in any managerial, supervisory, technical, sales oradministrative capacity from the Purchaser or its Subsidiaries for anyCompeting Business; or

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36.2.6                  Produce any of the Competing Products.

36.3                           The Seller hereby agrees andconfirms that any breach of this obligation by the Seller will causeconsiderable damage and irreparable loss to the Purchaser which, the Partiesagree, are not capable of being remedied by damages and the Purchaser shall therefore,be entitled to obtain injunctive relief to specifically enforce this Agreementwhich shall be in addition to any remedy which the Purchaser may have in law,equity or otherwise including the remedies available to the Purchaser againstthe Seller, in terms of this Agreement.

**37.****                              ****PERMITTED ASSIGNMENTS AND NOVATIONS**

37.1                           Neitherthe obligations nor the benefits under this Agreement or any other TransactionDocuments shall be assignable.

**38.****                               CONFIDENTIALITY**

38.1                           ConfidentialInformation: Each Party shall treat and shall procure that its directors,officers, managers, partners, members, employees, legal, financial andprofessional advisors and bankers (collectively, “**Representatives**”)shall treat as strictly confidential and do not reveal, to any third partywithout the prior written consent of the other Party, all information receivedor obtained as a result of entering into or performing this Agreement whichrelates to the provisions or the subject matter of this Agreement or anydocument referred to herein.

38.2                           Forthe avoidance of doubt, the obligations of confidence in Clause 17.1 aboveshall not prevent either Party (collectively the “**DisclosingParty**”) from using and disclosing information which the DisclosingParty can demonstrate, to the reasonable satisfaction of the other Party(collectively the “**Owning Party**”):

38.2.1                  Wasreceived by the Disclosing Party from a third party without that third partyhaving breached any obligation of confidence to the Owning Party; or

38.2.2                  Isalready in the public domain through no fault of the Disclosing Party

38.3                           Exceptions:The provisions of Clause 17.1 shall not apply to:

38.3.1                  Disclosureof information that is or becomes generally available to the public other thanas a result of disclosure by or at the direction of a Party or any of itsRepresentatives in violation of this Agreement.

38.3.2                  Disclosureby a Party to its Representatives provided such Representatives are bound bysimilar confidentiality obligations.

38.3.3                  Disclosure,after giving prior notice to the other Party to the extent practicable underthe circumstances and subject to any practicable arrangements to protectconfidentiality, to the extent required by Law or judicial or regulatoryprocess or in connection with any judicial process regarding any legal action,suit or proceeding arising out of or relating to this Agreement.

**39.****                               GOVERNINGLAW**

This Agreement and each Party’s rights and obligationshereunder shall be governed by, subject to and construed in accordance with thelaws of India. Subject to Clause 19, the Parties agree that the competentcourts of Mumbai shall have the sole and exclusive jurisdiction over anydisputes arising out of this Agreement.

**40.****                               DISPUTESETTLEMENT**

40.1                           Inthe event any Party is in breach of any of the terms of this Agreement, anotherParty may serve written notice to require the Party in breach to cure suchbreach within 30 days of the receipt of such written notice thereof.

40.2                           Inthe case of any dispute or claim arising out of or in connection with or relatingto this Agreement, or the breach (where such breach has not been cured by theParty in breach within 30 days of a written notice thereof), termination orinvalidity hereof, the Parties shall attempt to first resolve such dispute orclaim through friendly consultations between the senior executives of therelevant Parties (where no such senior executive shall be a member of theBoard).

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40.3                           If the dispute is not resolved through suchdiscussions within 30 (thirty) Business Days after one Party has served awritten notice on the other Party requesting the commencement of discussions,then such dispute shall be referred at the request in writing of any Party tothe dispute to binding arbitration by a panel of 3 (three) arbitrators (the **“Arbitration Board”**) in accordance with the(Indian) Arbitration and Conciliation Act, 1996. All arbitration proceedingsshall be conducted in the English language and the place of arbitration shallbe in Mumbai. The Parties would be entitled to seek interim relief from the courtsof India. The Arbitration Board shall decide any such dispute or claim strictlyin accordance with the governing law specified in Clause 18. Judgementupon any arbitral award rendered hereunder may be entered in any court havingjurisdiction, or application may be made to such court for a judicialacceptance of the award and an order of enforcement, as the case may be.

40.4                           EachParty shall co-operate in good faith to expedite (to the maximum extentpracticable) the conduct of any arbitral proceedings commenced under thisAgreement.

40.5                           Thecosts and expenses of the arbitration, including, without limitation, the feesof the arbitration and the Arbitration Board, shall be borne by the losingParty to the dispute or claim, except as may be determined otherwise by theArbitration Board. The Arbitration Board would have the power to award intereston any sum awarded pursuant to the arbitration proceedings and such sum wouldcarry interest, if awarded, until the actual payment of such amounts.

40.6                           Subjectto Applicable Law, any award made by the Arbitration Board shall be final andbinding on each of the Parties that were parties to the dispute.

**41.****                               NOTICE**

41.1                           Eachnotice, demand or other communication given or made under this Agreement shallbe in writing and delivered or sent to the relevant Party at its address or faxnumber set out below (or such other address or fax number as the addressee hasby five Business Days’ prior written notice specified to the other Party). Anynotice, demand or other communication given or made by letter between countriesshall be delivered by airmail. Any notice, demand or other communication soaddressed to the relevant Party shall be deemed to have been delivered (a) ifdelivered in person or by messenger, when proof of delivery is obtained by thedelivering Party, (b) if sent by post within the same country, on the fifth dayfollowing posting, and if sent by post to another country, on the tenth dayfollowing posting, and (c) if given or made by fax, upon dispatch and the receiptof a transmission report confirming dispatch.

41.2                           Theinitial address and facsimile for the Parties for the purposes of the Agreementare:

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|   | If to Ferico:                                                                                       |
|--------|-----------------------------------------------------------------------------------------------------|
|   |                                                                                                |
|   | Address: Runwal  Chambers, 1st Road, Chembur, Mumbai 400 071                                   |
|   | Facsimile : + 91  22 2528 4708                                                                      |
|   | Attention: Mr.  Sandeep Runwal                                                                      |
|   |                                                                                                |
|   |                                                                                                |
|   | If to the  Purchaser:                                                                               |
|   |                                                                                                |
|   | Address: 23rd Floor, Express Towers, Nariman Point, Mumbai  400 021                            |
|   | Facsimile: :+ 91  22 6639 6888                                                                      |
|   | Attention: Mr.  Mark Frost / Nohid Nooreyezdan                                                      |
|   |                                                                                                |
|   |                                                                                                |
|   | With a copy to:                                                                                     |
|   |                                                                                                |
|   | Address:  26 Corporate Circle, P.O. Box 15098 Albany, NY 12212-5098, United States  of America |
|   | Facsimile:  001-518-512-2075                                                                        |
|   | Attention: Mr.  Mark Frost                                                                          |

 

**42.****                               MISCELLANEOUS**

42.1                           Amendment.This Agreement may not be amended, modified or supplemented except by a writteninstrument executed by each of the Parties.

42.2                           Consentto Specific Performance. The Parties declare that it is impossible tomeasure in money the damages that would be suffered by a Party by reason of thefailure by any other Party to perform any of the obligations hereunder.Therefore, if any Party shall institute any action or proceeding to enforce theprovisions hereof, any Party against whom such action or proceeding is broughthereby waives any claim or defence therein that the other Party has an adequateremedy at Law.

42.3                           Counterparts.This Agreement may be executed in one or more counterparts includingcounterparts transmitted by facsimile, each of which shall be deemed anoriginal, but all of which signed and taken together, shall constitute onedocument.

42.4                           Waiver.No waiver of any provision of this Agreement shall be effective unless setforth in a written instrument signed by the Party waiving such provision. Nofailure or delay by a Party in exercising any right, power or remedy under thisAgreement shall operate as a waiver thereof, nor shall any single or partialexercise of the same preclude any further exercise thereof or the exercise ofany other right, power or remedy. Without limiting the foregoing, no waiver bya Party of any breach by any other Party of any provision hereof shall bedeemed to be a waiver of any subsequent breach of that or any other provisionhereof.

42.5                           EntireAgreement. This Agreement constitutes the whole agreement between theParties relating to the subject matter hereof and supersedes any prioragreements or understandings relating to such subject matter. No Party reliedupon any representation or warranty in entering this Agreement other than thoseexpressly contained herein.

42.6                           Severability.Each and every obligation under this Agreement shall be treated as a separateobligation and shall be severally enforceable as such and in the event of anyobligation or obligations being or becoming unenforceable in whole or in part.To the extent that any provision or provisions of this Agreement areunenforceable they shall be deemed to be deleted from this Agreement, and anysuch deletion shall not affect the enforceability of the remainder of thisAgreement not so deleted provided the fundamental terms of the Agreement arenot altered.

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**INWITNESS WHEREOF, the Parties hereto have executed this Agreement as of the datefirst above written:**

Signedand delivered for and on behalf of

**FericoLaboratories Limited**
| /s/ Sandeep Runwal                            |   |
|-----------------------------------------------|--------|
|                                          |
|                                          |
| By: Sandeep  Runwal                           |
| Title: President  Ferico Laboratories Limited |

Signedand delivered for and on behalf of

**AMRIIndia Private Limited**
| /s/ Harold Meckler, Ph.D.                      |   |
|------------------------------------------------|--------|
|                                           |
|                                           |
| By: Harold  Meckler, Ph.D.                     |
| Title: Director  of AMRI India Private Limited |

 

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Thefollowing Schedules to the Business Transfer Agreement have been omitted orpartially omitted in accordance with Item 601(b)(2) of Regulation S-K.

**SCHEDULES**
| Schedule 1  | Details of Bank                                    |
|-------------|----------------------------------------------------|
|        |                                               |
| Schedule 2  | Details of Business Consideration                  |
|        |                                               |
| Schedule 3  | Details of Business Contracts                      |
|        |                                               |
| Schedule 4  | Details of Business Properties                     |
|        |                                               |
| Schedule 5  | Licenses Required by Purchaser to Run the Business |
|        |                                               |
| Schedule 6  | Debt Repayment Amount                              |
|        |                                               |
| Schedule 7  | List of Employees                                  |
|        |                                               |
| Schedule 8  | Method of Calculation of Net Current Asset         |
|        |                                               |
| Schedule 9  | Permits                                            |
|        |                                               |
| Schedule 10 | Draft Board Resolution                             |
|        |                                               |
| Schedule 11 | Transfer of Drugs License                          |
|        |                                               |
| Schedule 12 | Certificate of Representations and Warranties      |
|        |                                               |
| Schedule 13 | Certificate for Conditions Precedent               |
|        |                                               |
| Schedule 14 | Format for Legal Opinion                           |
|        |                                               |
| Schedule 15 | Disclosure Schedule                                |
|        |                                               |
| Schedule 16 | Details of Employees                               |
|        |                                               |
| Schedule 17 | Main Terms of Employment for Employees of Ferico   |
|        |                                               |
| Schedule 18 | Environmental Consents                             |
|        |                                               |
| Schedule 19 | Permits                                            |
|        |                                               |
| Schedule 20 | Competing Products                                 |

 

AMRI IndiaPrivate Limited will furnish supplementally a copy of any omitted or partiallyomitted schedule to the Securities and Exchange Commission upon request;provided, however, that AMRI India Private Limited may request confidentialtreatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 asamended, for any schedule so furnished.

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