Exhibit 4.2.3


 


CERTAIN IDENTIFIED
INFORMATION MARKED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS OF THE TYPE THAT THE REGISTRANT
TREATS AS PRIVATE AND CONFIDENTIAL. 





 


Execution Version


 


Date: June 09, 2020


 


To


DR. REDDY’S LABORATORIES LIMITED,


8-2-337, Road no. 3, Banjara Hills,


Hyderabad 500 034, Telangana, India


 


		Attn:	Mr. Suprio Dasgupta, General Counsel and Chief Data Privacy Officer



 


		Re:	Letter Agreement for the amendment of the Business Transfer Agreement dated February 12, 2020
(as amended by the letter agreement dated April 28, 2020) (“BTA”) executed between Wockhardt Limited (“Seller”)
and Dr. Reddy’s Laboratories Limited (“Purchaser”).



 


		1.	Reference is made to the BTA executed between the Seller and the Purchaser for the sale and transfer
of the Business Undertaking. Capitalised terms used in this letter agreement, but not defined herein, shall have the meaning given
to them in the BTA.



 


		2.	Pursuant to Clause 14.6 (Amendment) to the BTA, the Parties have now agreed to the following
amendments and have also recorded their further understanding on the matters therein.



 


		2.1	The Parties note that the lumpsum consideration for the transfer of the Business Undertaking by
the Seller to the Purchaser as a going concern as specified in Clause 3.1 of the BTA had been agreed between the Parties. However,
the Business appears to have been impacted as a result of the COVID-19 pandemic and the consequent lockdown measures imposed by
the Ministry of Home Affairs, Government of India by way of its notification dated March 24, 2020. In view of this, the Parties
have agreed to evaluate the impact on the overall Business post-Closing and have agreed that a certain portion of the Consideration
shall be retained by the Purchaser on the Closing Date and shall be paid to the Seller in terms of this letter agreement which
shall be contingent upon evaluation of the net sales of the Business during such period, in accordance with the terms specified
below. The Parties have accordingly agreed to the following amendments to the various provisions of the BTA:



 


		(i)	In Clause 1.1 of the BTA, after the definition of “Group”
and before the definition of “Independent Auditor”, the following new definition shall be included:



 


““Holdback Amount”
shall have the meaning ascribed to it in Clause 3.1(c);”


 


		(ii)	In Clause 1.1 of the BTA, after the definition of “Receiving
Party” and before the definition of “Related Party”, the following new definition shall be included:



 


““Reference Period”
shall have the meaning ascribed to it in Clause 3.8.1;”


 


		(iii)	In Clause 1.1 of the BTA, after the definition of “Accounts
Date” and before the definition of “Actuary”, the following new definition shall be included:



 


““Achieved Turnover” shall have the meaning ascribed to it in Clause 3.8.1;”


 


		(iv)	In Clause 1.1 of the BTA, after the definition of “Products”
and before the definition of “Purchaser Conditions Precedent”, the following new definition shall be included:



 


““Projected Turnover” shall have the meaning ascribed to it in Clause 3.8.1;”


 





DRL IRN: 100029724







 




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Execution Version


 


		(v)	In Clause 1.1 of the BTA, after the definition of “Closing
Date Payment” and before the definition of “Conditional Consideration Statement”, the following new definition
shall be included:



 


““Conditional Consideration” shall have the meaning ascribed to it in Clause 3.8.1;”


 


		(vi)	In Clause 1.1 of the BTA, after the definition of “Conditional
Consideration” and before the definition of “Conditions Precedent”, the following new definition shall be included:



 


““Conditional Consideration
Statement” shall have the meaning ascribed to it in Clause 3.8.3;”


 


		(vii)	Clause 3.1 of the BTA shall be deleted in its entirety and shall
be substituted by the following:



 


“3.1  The lumpsum
consideration for the sale and transfer of the Business Undertaking by the Seller to the Purchaser as a going concern on a
slump sale basis, and on a cash-free and debt-free basis, shall be up to INR 1,850,00,00,000/- (Rupees one thousand eight
hundred and fifty crores only) (“Consideration”), which shall be paid as follows:


 


		(a)	an amount of INR 1,483,00,00,000 (Rupees one thousand four hundred and eighty-three crores
only) (“Closing Date Payment”) shall be paid on the Closing Date by way of a wire transfer by the Purchaser
to the Seller Bank Account, subject only to the adjustments specified in Clause 3.4;



 


		(b)	an amount of INR 67,00,00,000 (Rupees sixty-seven crores only) (“Escrow Amount”)
shall be paid by way of wire transfer, to the Escrow Account which shall be dealt with in accordance with Clause [3.7.1];



 


		(c)	an amount equal to INR 300,00,00,000 (Rupees three hundred crores only) (“Holdback
Amount”) shall be retained by the Purchaser on the Closing Date, and shall be dealt with in accordance with Clause [3.8].”



 


		(viii)	Clause 3.7.2 of the BTA shall be re-numbered Clause 3.7.3 and the
sub-clauses of Clause 3 shall be re-numbered accordingly. Additionally, a new Clause 3.7.2 shall be added to the BTA as follows:



 


		“3.7.2	The Parties agree that:



 


		(a)	[***]



 





DRL IRN: 100029724







 




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Execution Version


 


		(b)	[***]







 


		(ix)	The following Clause 3.8 shall be added after Clause 3.7 of the BTA:



 


		“3.8	Post-Closing Assessment and Conditional Consideration



 


3.8.1  In
the event that the Net Sales of the Products during the period of 12 (twelve) months following the Closing Date (the “Reference
Period”) (“Achieved Turnover”) exceeds an amount equal to INR 480,00,00,000/- (Rupees four hundred
and eighty crores only) (“Projected Turnover”), then the Purchaser shall be under an obligation to pay to the
Seller, from out of the Holdback Amount, a one-time amount equal to 2 (two) times of the difference between the Achieved Turnover
and Projected Turnover (but not in any event, exceeding the Holdback Amount) (“Conditional Consideration”)
in the manner set out in this Clause. It is agreed and understood that in case the Achieved Turnover is less than the Projected
Turnover, then the Purchaser shall not be under any obligation to make any payment to the Seller in terms of Clause 3.1 (iii) read
with Clause 3.8 and the Seller shall agree and acknowledge that in case the Achieved Turnover is less than the Projected Turnover,
the amounts mentioned in Clause 3.1 (i) and (ii) (as paid in terms of this Agreement) shall be the lumpsum consideration for the
sale and transfer of the Business Undertaking by the Seller to the Purchaser as a going concern on a slump sale basis, and on a
cash-free and debt-free basis, with no further claim for Consideration by the Seller on the Purchaser.


 


Following is an illustration on
computation of the Conditional Consideration:


 





DRL IRN: 100029724







 




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Execution Version


 





	 	Particulars	Rs. Cr.	 	 	 	 	 
	 	Consideration	1850	 	 	 	 	 
	 	Break-up:	 	 	 	 	 	 
	A	Closing Date Payment	1483	 	 	 	 	 
	B	Escrow Amount	67	 	 	 	 	 
	C	Hold Back Amount	300	 	 	 	 	 
	 	 	Scenario I	Scenario II	Scenario III	Scenario IV	Scenario V	Scenario VI
	1	Achieved Turnover	700	650	600	550	480	450
	2	Projected Turnover	480	480	480	480	480	480
	3	Difference	220	170	120	70	0	(30)
	4	Conditional Consideration	300	300	240	140	0	0




 


For the purposes of this clause,
“Net Sales” shall mean the gross invoice price of the sales of the Products in the Territory by the Purchaser
(or its clearing and forwarding agent), as accounted for by the Purchaser in its books of accounts under relevant Indian Accounting
Standards (“Ind AS”) less standard and customary deductions accrued by using applicable Ind AS for any of the
below:


 


		a)	any amounts received, but required to be repaid or credited due to returns (for any reasons
including defect of products);



 


		b)	trade, quantity and cash discounts, accrued in accordance with applicable Ind AS;



 


		c)	applicable sales and excise taxes, value added taxes, goods and services tax and duties or any
other governmental charges imposed upon the importation, sale or distribution (to the extent borne by Purchaser or its affiliates
and separately stated on the invoice and included in the gross invoice price), other than income taxes; and



 


		d)	sales credits customary including but not limited to trade, quantity, direct and indirect customer
discounts and cash discounts in the industry which are accrued in accordance with applicable Ind AS.



 


3.8.2   The
Purchaser shall maintain separate books and records (including sales register) in relation to the sales of the Products during
the Reference Period, and shall provide, upon the Seller’s reasonable request, to the Seller and its representatives and/or
advisors access to such books and records, at the conclusion of such Reference Period as described in Clause 3.8.3 herein below.


 


3.8.3  Within
15 (fifteen) calendar days from the completion of the Reference Period, the Purchaser shall prepare and deliver to the Seller,
a written statement (“Conditional Consideration Statement”), setting forth the Achieved Turnover and the Conditional
Consideration, if any, computed in accordance with Clause 3.8.1 above, together with the relevant calculations and along with copies
of all relevant supporting documentation (including, without limitation, the books and records relating to the sales of the Products
during the Reference Period). The Conditional Consideration Statement shall have been certified by one of the Big Five accounting
firms as identified by the Seller, and appointed by the Parties at the costs to be shared equally between the Parties. The Purchaser
shall provide to the Big Five accounting firm so appointed such co-operation and access to the relevant personnel, books and records
of the Purchaser in relation to the Business, for the purposes of verification of the Achieved Turnover and the Conditional Consideration
Statement.


 





DRL IRN: 100029724







 




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Execution Version


 


3.8.4  Within
5 (five) Business Days from the certification of the Conditional Consideration Statement by the Big Five accounting firm, the Purchaser
shall make payment of the Conditional Consideration to the Seller by way of wire transfer of immediately available funds into the
Seller Bank Account.


 


3.8.5  The
balance of the Holdback Amount, if any, after payment of the Conditional Consideration shall not be payable by the Purchaser to
the Seller and the Purchaser shall be discharged from all liabilities and obligations to make payment of any further amounts to
the Seller as Consideration under the Agreement.


 


3.8.6  The
rights of the Purchaser, and obligation of the Seller, under, and in terms of, Clause 9 (Representations and Warranties) and Clause
10 (Indemnity) of this Agreement shall continue to be valid and subsisting. Provided that, other than for any claim that may be
made by the Purchaser under Clause 9 (Representations and Warranties) and Clause 10 (Indemnity) of this Agreement, the Purchaser
hereby expressly agrees and confirms that the Purchaser shall not claim for any Loss or of, or damages in relation to, the Business
which relates to the COVID-19 pandemic. It is further clarified that for the purposes of this Agreement, any obligations and for
the purposes of determining the monetary cap on indemnity under paragraph 3.1(a) and 3.1(b) of Schedule Q (Limitations on Liability),
the aggregate amounts received by the Seller until such time (after making the adjustments contemplated in Clause 3.4 and Clause
3.7), together with the Conditional Consideration (if any) received by the Seller, shall be deemed to be the Consideration paid
by the Purchaser to the Seller.”


 


		2.2	[***]



 


“(g)      The
export obligations and related Liabilities in relation to the EPCG license no. 033035776 (obtained for import of a machine, part
of which is placed at the Baddi Facility).”


 


		2.3	The Parties have agreed that the following Clause 7.7 shall be added after Clause 7.6 of the BTA:



 


“On the Closing Date or
within such period immediately thereafter as reasonably agreed between the Parties, the mobile phones set out in Schedule G shall
be transferred to the Purchaser, free of any Encumbrances.”


 


		2.4	The Parties have agreed that the Seller has provided a draft of the
updated Disclosure Letter on 07 June 2020. The Parties agree to proceed to Closing expeditiously and have agreed that the updated
disclosure letter shall be finalized between the Parties (acting in good faith and reasonably) within a period of 2 (two) days
from the Closing Date. The Parties have agreed that no disclosure shall be unreasonably rejected
if such fact or circumstance was informed to the Purchaser prior to the Closing Date. Accordingly,
the Parties have agreed that Clause 6.6 shall be deleted and be replaced with the following:



 





DRL IRN: 100029724







 




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Execution Version


 


“The Seller shall be
entitled to update the Disclosure Letter for matters occurring between the Execution Date and the Closing Date and any such
matter included in the updated Disclosure Letter shall be deemed to have been disclosed against the Seller Warranties if such
updated disclosures are in a form mutually agreed between Parties, acting reasonably and in good faith. To this end, the
Parties agree that they shall mutually agree on the updated disclosures, acting reasonably and in good faith, within 3
(three) days from the Closing Date and which shall be effective on and from the Closing Date.”


 


		2.5	The Parties have agreed that Clause 14.2(c) shall be deleted and shall be replaced with the following:



 


 “(c)       The Parties shall jointly and equally bear the fees and other expenses of the Independent Auditor and/or the Actuary engaged after the Closing Date. The Seller shall solely bear the fees and expenses of the Escrow Agent.”




 


		2.6	The Parties have agreed that Clause 14.11.1 shall be modified to delete the details of the person
to whom the notices are to be provided in case of the Seller and the same shall be replaced by the following:



 





	“Attention of:	[***]
	 	 
	Email:	[***]”










 


		2.7	The Parties have agreed that Part A of Schedule C of the BTA shall be substituted to read as under:



 


“PART A


 


[***]


 








DRL IRN: 100029724







 




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Execution Version


  


		6.	[***]





 


 DRL IRN: 100029724


 






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Execution Version


  


		II.	[***]







  


		2.8	The Parties have agreed that Part A of Schedule D shall be modified to delete the details of the
following Key Business Employee:



 


[***]


  


		2.9	The Parties have agreed that Part B of Schedule D shall be modified to add the details of the following
Business Employees in the corporate division, after paragraph 1928:



 


[***]


 





DRL IRN: 100029724







 




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Execution Version





 


		2.10	The Parties have agreed that Paragraph 1812 of Part B of Schedule D which sets out details of the
Business Employees in the corporate division shall be substituted to read as under:



 


[***]


 


		2.11	The Parties have agreed that Part B of Schedule D which sets out details of the Business Employees
in the corporate division shall be modified to delete the details of the following Business Employees:



 


[***]


 


DRL IRN: 100029724







 




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Execution Version


 


		2.12	The Parties have agreed that Part B of Schedule D shall be modified to add the details of the following
Business Employees in the details of employees at the Baddi Facility, after paragraph 183:



 


[***]


 


		2.13	The Parties have agreed that Paragraph 108 of Part B of Schedule D which sets out details of the
Business Employees at the Baddi Facility shall be substituted to read as under:



 


[***]


 


		2.14	The Parties have agreed that Part B of Schedule D which sets out details of the Business Employees
at the Baddi Facility shall be modified to delete the details of the following Business Employees:



 


[***]


 


		2.15	The Parties have agreed that Schedule E of the BTA shall be substituted by Annexure II to this
letter agreement



 


		2.16	The Parties have agreed that Schedule G of the BTA shall be substituted by Annexure III to this
letter agreement.



 


		2.17	The Parties have agreed that the list of ‘Licenses under Foreign Trade Obtained by the Seller’
in Part A of Schedule H shall be modified to add the following paragraph after paragraph 2:



 


[***]





DRL IRN: 100029724




 




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Execution Version





 


		2.18	[***]



  


		2.19	The Parties have agreed that Part A of Schedule J shall be substituted to read as under:



 


[***]


 








DRL IRN: 100029724




 




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Execution Version


 





		5.	[***]





 


DRL IRN: 100029724


 






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Execution Version


 


		18.	[***]








 


DRL IRN: 100029724


 






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Execution Version


 


		2.20	The Parties have agreed that the Seller Condition Precedent at Paragraph 5(i) of Part A of Schedule
L shall be replaced with the below Paragraph 5(i) and new Paragraphs 5(j), 5(k) and 5(l) shall be inserted thereafter:



 


[***]


  


		2.21	The Parties have agreed that Paragraph 3.1(a) of Schedule Q (Limitations on Liability) shall
be deleted in its entirety and shall be substituted by the following:



 


[***]


 


		2.22	[***]



 


		2.23	The Parties have agreed that in relation to the Seller Condition Precedent at Paragraph 16 of Part
A of Schedule L, in view of the pandemic caused by Covid-19 and the subsequent national lockdown and travel restrictions, the third
party appointed for conducting environmental testing of the Baddi Facility has been unable to undertake the environmental testing
of the Baddi Facility. The Purchaser has accordingly agreed to waive the requirement of the Parties mutually agreeing on a remediation
plan in case the assessment indicates that there is site and / or watershed water table contamination, subject to the same being
fulfilled as a condition subsequent by July 31, 2020. Both Parties shall co-operate in good faith and provide access to the documents,
assets and premises as required by the other Party to fulfil this condition subsequent within the above mentioned time line.



 


		2.24	The Parties note that in relation to the Joint Conditions Precedent at Paragraph 2 of Part C of
Schedule L, the Parties have applied for the approval of the transfer of the land underlying the Baddi Facility. In light of the
delay caused due to the Covid-19 pandemic and the subsequent national lockdown, the Parties have agreed that this Joint Condition
Precedent and the subsequent transfer of the land underlying the Baddi Facility will be fulfilled as a condition subsequent to
the Closing under the Agreement. The Parties shall accordingly waive this requirement of the Joint Condition Precedent and will
execute a manufacturing and operating agreement (“O&M Agreement”) in relation to the Baddi Facility. The
Parties have agreed that this O&M Agreement shall be an Ancillary Agreement under the Agreement. The Parties agree and undertake
that upon receipt of the approval from the Government of Himachal Pradesh for the transfer of the land underlying the Baddi Facility
and the execution of the Deed of Conveyance and the completion of this condition, the Seller shall transfer and convey, and the
Purchaser shall acquire, the Baddi Facility. Since the Baddi Facility forms an integral part of the Business Undertaking, it is
agreed that no additional consideration is required to be paid by the Purchaser for the transfer of the Baddi Facility. The Parties
have accordingly agreed to the following amendments to the various provisions of the BTA:



 





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Execution Version


 


		2.22.1	The definition of ‘Deed of Conveyance’ in Clause 1.1 of the BTA shall stand deleted
and be replaced with the following:



 


“Deed of Conveyance”
shall mean the deed of conveyance for the sale and transfer of the Business Immovable Assets from the Seller to the Purchaser,
in agreed form.”


 


		2.22.2	Clause 7.2.1(b)(i) of the BTA shall be deleted and replaced by the following:



 


“(i)   Operation
and Management of the Baddi Facility: The Seller and the Purchaser shall execute the O&M Agreement for the operation of
the Baddi Facility by the Purchaser from the Closing Date until the receipt of the approval from the Government
of Himachal Pradesh for the transfer of the land underlying the Baddi Facility from the Seller to the Purchaser, in accordance
with the Himachal Pradesh Tenancy and Land Reforms Act, 1972 and the execution of the Deed of Conveyance.”


 


		2.25	The Parties have agreed that in Clause 11 of the BTA, the following new sub-clause 11.12 shall
be included after Clause 11.11:



 


“11.12   Notwithstanding
anything contained in this Agreement, the restrictions contained in this Clause 11 shall not be applicable to any actions required
to be undertaken or obligations required to be performed or things required to be done by the Seller or the Purchaser in terms
of, and for (i) the period of, the O&M Agreement for the operation of the Baddi Facility by the Purchaser; (ii) the completion
of the obligation of the Seller in relation to Post Closing Additional Inventory, as set out in the letter agreement dated April
28, 2020 executed amongst the Parties and the Transition Services Agreement; and (iii) otherwise consented to, in writing by the
Purchaser.”


 


		3.	The Parties have agreed that Annexure I to this Agreement shall be inserted as Annexure 2 (SKUs
with pending quality documentation) to the BTA.



 


		4.	The Seller represents and warrants to the Purchaser, and the Purchaser represents and warrants
to the Seller that this letter agreement has been validly executed by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms.



 


		5.	This letter agreement shall come into effect from the date of execution hereof and shall upon such
execution, be read along with the BTA, as a part and parcel of the same. To the extent of any inconsistency between the provisions
of the BTA and this letter agreement, this letter agreement shall prevail over the BTA in respect of the matters contained herein.



 


		6.	Except as expressly set forth above, all the provisions of the BTA and all the rights of the respective
Parties thereunder shall remain in full force and effect.



 





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Execution Version


 


		7.	The provisions of Clauses 14.1 (Confidentiality), 14.11 (Notices), 14.3 (Counterparts),
14.6 (Amendment) and 13 (Governing Law and Dispute Resolution) of the BTA shall apply mutatis mutandis to
this letter agreement.



 


[Signature pages to follow]


 





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Execution Version


 


Yours sincerely


 


For and on behalf of WOCKHARDT LIMITED


 


	/s/ Debolina
    Partap	 
	 	 
	Name:	 
	 	 
	Title:	 


 


 


	/s/ Gajanand
    Sahu
	 
	 
	/s/ Ankeet
    Doshi


 


[Signature Page - Letter Agreement for Amendment
of the BTA]


 





DRL IRN: 100029724




 




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Execution Version


 


Agreed and Accepted


 


For and on behalf of DR. REDDY’S LABORATORIES
LIMITED


 


	/s/ Ramana
    MV	 
	 	 	 
	Name:	Ramana MV	 
	 	 	 
	Title:	CEO branded markets	 


 


 


	Initialled by: 	/s/ Suprio Dasgupta	 
	 	 	 
	Mr. Suprio Dasgupta, General Counsel and Chief Data Privacy Officer


 


 





 


 


/s/ Rajiv Poddar


 


[Signature Page - Letter Agreement for Amendment
of the BTA]


 





DRL IRN: 100029724







 




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Execution Version


 


ANNEXURE I


 


(SKUs with pending quality documentation)


 


[***]


  





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Execution Version


 


ANNEXURE II


 


SCHEDULE E


 


BUSINESS IMMOVABLE ASSETS


 


[Attached separately]


 





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Execution Version


 


ANNEXURE III


 


SCHEDULE G


 


BUSINESS MOVABLE ASSETS


 


[Attached separately]


 





DRL IRN: 100029724







 




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