ANNEXURE – II

GENERAL TERMS AND CONDITIONS OF SERVICE FOR SCIENTIFIC OFFICER

1. MEDICAL FITNESS

Your employment with the Company shall be subject to you always being medically fit in the opinion of
the Company or the doctor appointed or approved by the Company. The Company may ask you to submit
for medical check-up at any time or from time to time while you are in the employment of the Company,
as and when it deems fit and you shall not refuse for such medical checkup.

2. SUBMISSION OF PROOFS:

You represent and warrant that the information such as qualification, experiences, date of birth etc.,
submitted by you at the time of joining the Company is true and correct. If any information is found to
be incorrect, false or incomplete in future, your services are liable to be terminated immediately.

3. DATE OF BIRTH:

We have recorded your date of birth as the one appearing on your PAN Card. The said date cannot be
altered by you under any circumstances. It will be the sole evidence of your age in relation to all
matters pertaining to your services with the Company.

4. POSTING AND TRANSFER:

Your services are liable to be transferred to Company’s existing/ future/ departments/ plants, offices/
branches/territories located anywhere in India and Nepal. Your services are liable to be transferred to
the Company’s Head Office in Mumbai or in any other part of India whenever necessary and such
posting/s shall be determined by pure business interests of the Company as determined at the
absolute discretion of the Management without obligation to assign any reasons for the transfer. On
transfer whether departmental or to another location, you shall be governed by the conditions of
service or rules and regulations that may be prevailing in such location (as may be applicable) or
attached to such position to which you may be transferred. You shall not refuse such transfer for any
reason whatsoever. Provided however, that on such transfer your salary and other benefits available
to you will not be adversely affected. Non acceptance of such transfer in writing on your part amounts
to resignation and you shall be deemed to have resigned from the services without notice to the
Company from the stipulated date of transfer.

5. HOURS OF WORK:

You shall serve the Company during such daily hours of work as may be determined and communicated
to you from time to time by the Company. Your working hours may be changed by the Company,
without notice, from time to time, according to the convenience of the Company and the exigencies
of work.

6. SALARY AND ALLOWANCES

Refer Annexure 1
7. PROVIDENT FUND:
The Company shall pay an amount equivalent to 12% of your salary into the Provident Fund and you
shall be entitled to benefits under this fund with the Rules and Regulations for the time being in force
governing the same.

8. LEAVE & HOLIDAYS:

You will strictly comply with all leave rules and procedures

Casual Leave 15 days per calendar year

Sick Leave 10 days per calendar year
Privilege Leave 24 days per calendar year

9. RETIREMENT

You shall retire from the services of the Company on attaining the age of 58 (Fifty Eight) years. The
date of birth as declared by you and verified at the time of employment will be considered for this
purpose and shall not be changed thereafter. Extension of services beyond the age of retirement, if
warranted will be entirely at the discretion and requirement of the management.

10. NOTICE OF TERMINATION:

During Probation Period:

One day’s notice on either side with the Company retaining the right to pay one day’s salary in lieu of
the notice.

After Confirmation:
One month’s notice on either side with the Company retaining the right to pay one month’s salary in
lieu of the notice.

Termination without notice:

A. Without prejudice to any of the rights and remedies which the Company may have against you or
other mode of termination of your services the Company shall be entitled to terminate your
employment forthwith without giving any notice in writing or payment in lieu of such notice in
case of any act of non -compliance with respect to the Code of Conduct or breach of Servier Group
guidelines or policies issued from time to time, misconduct, disobedience, indiscipline,
insubordination, incivility, insobriety, dishonesty, irregular attendance or other serious
misconduct or negligence on your part or incompetence in the discharge of your duty, or the
breach by you of any of the terms of your employment or if it is found at any time that the
information given by you while taking up employment with us is incorrect or false. The Company's
opinion as to whether any of the events mentioned therein have occurred shall be final and binding
on you and the same cannot be questioned by you on any ground whatsoever.

B. Illustratively the following acts and omissions amongst others shall amount to acts of misconduct,
disobedience, indiscipline or insubordination;

i. In the opinion of the Company, your progress is not satisfactory.

ii. In the opinion of the Company, you are not found suitable for, or are otherwise unable to
properly or satisfactorily discharge your duties for the post contemplated, or lose the
confidence of the Company.
 iii. In the opinion of the Company, you have committed any offense involving moral turpitude or
found guilty of insubordination or lack of attention to your duties.
iv. You are convicted under any law of India.
v. You fail to proceed and report at the place of duty allotted to you, on appointment or on any
transfer effected by the Management during your tenure of service.
vi. In the opinion of the Company you have committed breach of any terms and conditions
mentioned hereunder.
vii. Any declaration/certificate/report/expense statement or any information furnished by you is
false or incorrect in material particulars in the opinion of the Company, or you have suppressed
or willfully withheld material information or have not rendered your dues or complete account
of expenses, samples or other belongings of the Company or misappropriation of any kind.
viii. If you are declared medically unfit.
ix. If there is any complaint with regard to your behaviour and misconduct with the Management
and/or with the Members of Medical Profession or Trade.
x. Any other ground that will justify a discharge as implied in law.

11. CONSEQUENCES UPON TERMINATION

a. Upon termination or determination of your employment with the Company for any reason
whatsoever, you shall immediately hand over charge to such person or persons as may be
nominated by the Company in that behalf and surrender to the Management or its
nominated/authorised representative all original or the copies of business documents, blueprints,
reproductions or any data, tables, calculations, diaries, notes or books and correspondence either
addressed to you by the Company or received by you for and on behalf of the Company and all
items belonging to the Company (e.g. software, data carriers) and other documents, records,
property and effects of the Company as may be in your possession or custody pertaining to or
connected with the business of the Company or any subsidiary, associate or affiliate of the
Company. If required by the Management to do so, you shall surrender such documents and items
any time even during your term of contract/employment with the company. Without prejudice to
the Company's other rights and remedies, the Company shall be entitled to deduct from your
emoluments, if any herein, the amount equivalent to any claims which the Company may have
against you either under the terms of your employment or otherwise howsoever.

b. Your release from the services of the Company and the settlement of your final dues will be subject
to you returning to the Company, to its satisfaction of all papers including charts, graphs,
documents, notes, electronic data, samples of medicinal products etc. which may be in your
possession custody or care relating to the business or affairs of the Company, its branches
associates, subsidiaries etc. and you will not retain any copies or extracts there from.

12. OTHER TERMS AND CONDITIONS:

a. During the period of your employment with the Company you shall be bound by the rules and
regulations and policies of the Company which are in force at present or which may be brought
into force from time to time. The management reserves full right to amend the rules and
regulations as and when required, and the same shall be binding upon you.

b. It is understood that during the period of your services, you will devote full time and attention
exclusively to the service of the Company and discharge faithfully and honestly the duties assigned
to you as per the expectations of the Company and shall carry out all instructions given to you by
the Management.
 c. As per the Company’s ethics and compliance policies, you shall not during your employment with
the Company, engage in or have any ties, directly or indirectly with any business or occupation
other than that of the Company. You shall not directly or indirectly engage in or be interested in
any other business, employment, venture or undertaking whatsoever whether full time or part-
time during the period of your employment with the Company. All records/official documents
with you relating to the Company and its affairs shall be the property of the Company and the
same are required to be returned to the Company on cessation of your service.

d. You shall not at any time either during the course of your employment with us or thereafter divulge
or disclose to any outsider or ex-employee of the Company any information, business secrets or
confidential communication of the business or organisation, customers, principals or agents, which
comes to your knowledge during the course of your employment with the Company. In the event
of any breach of this condition, you shall render yourself liable to immediate termination of your
services with the Company and to pay for any loss or damages which the Company or any associate
concerned, customers, principals or agents of the Company may suffer directly or indirectly by
reason of such failure.

e. As a responsible officer / employee of the Company, you will ensure that the Company will not
suffer any loss monetarily or otherwise due to commission of any act or omission on your part or
the persons working under you. The Management has the right to recover any loss or damage
caused to the Company due to any act or omission on your part from any dues that may be payable
to you besides taking any other legal action in the matter.

f. You shall inform the Company at once of any act of dishonesty and/or any act prejudicial to the
interest of the Company on the part of any person which may come to your knowledge.

g. You shall be responsible for the safe keeping and returning in good order of all the properties of
the Company such as equipment’s, instruments, documents, records, charts, files etc., which may
be in your possession, custody, care or charge. The Management shall have the right to deduct the
monetary value of such things from your dues and take such other action as it deems fit in the
event of your failure to account for such properties whether during the course of service or
otherwise.

13. CONFIDENTIALIY AND MAINTAINENCE OF SECRECY:

(The reference to “Company” in this clause shall include reference to the “Group Companies”)

a. You shall not divulge, disclose or make known to any person, firm, Company or body corporate or
whether an employee of the Company or ex-employee of the Company or otherwise any of the
secrets of the Company and/or any confidential information or document belonging to the
Company, which you may acquire or which may come into your possession or custody during the
course of or as incidental to your employment with the Company concerning the business, affairs,
finances or property of the Company or of any Company which is a subsidiary, associate or affiliate
of the Company or any activity, business dealings or transaction in which the Company or such
subsidiary, associate or affiliate may be or become concerned or interested whether directly or
indirectly including any of the research, invention, discovery made by you alone or with others or
becomes known to you as an employee of the Company or on account of you being in the
employment of the Company at any time either while in the employment of the Company or
otherwise except when compelled to do so by the law of the land. If at any time the Company
comes to know that you are divulging or have divulged the secret of the organization to others,
 either while in the service or otherwise, then your services shall be terminated without any notice
or payment in lieu of such notice besides taking any other action as it may deem fit.

b. Any research, invention, discoveries, which you may make either alone or in conjunction with any
other employees or persons during your employment with the Company, shall faithfully be
communicated immediately to the Company. Such research, invention, discoveries shall become
the sole and exclusive property of the Company and the Company shall be entitled without any
payment to you to use the same in any manner as it likes at its sole discretion during the continuity
of your employment with the Company or at any time thereafter. You shall not make use of such
research, invention, discovery either for your own benefit or for the benefit of any other person
whether during the continuity of your employment with the Company or otherwise.

c. You shall not take outside the premises of the Company any documents, drawings, notings or its
copies at any time physical or in electronic mode without the prior written permission of the
Company even though such documents, drawings, notings are made or prepared by you or
otherwise, except in your routine course of business. You shall also not disclose or publish in any
magazines, newspapers, journals, reports etc. any of the research, invention, discoveries etc. at
any stage either preparatory to or otherwise or after its conclusion whether it is made by you or
otherwise without the prior written permission of the Company.

d. You shall remain bound by the confidentiality clause even after your employment with the
Company comes to an end for any reason whatsoever, including retirement.

e. You shall not at any time during the continuance or after the termination of your employment with
the Company make any use whatsoever for your own or any other purpose or purposes any
information, knowledge or know-how that may be obtained by you directly or indirectly during
the course of or incidental to your employment in relation to the business affairs, processes or
products patented or otherwise owned by the Company or in respect to processes held in trust for
the Company or in respect whereof the Company is a licencee, sub-licencee or agent.

f. You shall, whenever requested so to do by the Company, execute or sign any oral applications,
assignments or other instruments which the Company may deem necessary or advisable in order
to apply for and obtain Patent, copy rights, design, registrations and other forms of protection for
or in relation to the said improvements, information and discoveries in such countries as the
Company may direct and to vest in the Company whole title or interest therein or thereto.

g. If you fail to comply with and/or commit breach of any of the provisions pertaining to maintenance
of secrecy contained in the clauses stated herein above in this para will attract civil and/or criminal
action against you including action for criminal breach of trust both during the period of your
employment with the Company and at any time thereafter.

14. DATA PROTECTION CLAUSE:

a. The Company and/or group company is entitled to use your personal data such as your name, date
of birth, address, position, performance appraisal, salary and bank details, photographs - as far as
they are in connection with the employment relationship or required for the implementation of
the Employment Contract - for personnel, administrative or management purposes, including the
planning of your professional development and career, education and performance appraisal.

b. Your personal data, if required for the above-stated purposes, may be transferred to third parties
such as other companies of the Group, their counsels, third parties which offer products and
 services such as IT systems, pensions, special benefits, share options and salary administration as
well as to supervisory authorities or other authorities as far as required by law.

c. The Company and third parties pursuant to the above-stated reasons may process your personal
data in the country where you are employed as well as in other countries worldwide. The Company
shall ensure that third parties will be provided with the personal data for the same purpose and in
compliance with the restrictions under which it originally received the personal data and that third
parties offer at least the same data protection as the Company.

d. It is often necessary for you to provide to the Company prior to and/or during your employment,
data about yourself and your family, or the Company, to collect information about yourself that is
subject to applicable data protection, privacy or other similar laws (collectively your "Personal
Information") from time to time in connection with your employment or prospective employment
(or your engagement or prospective engagement) with the Company. You agree that the Company
may process your Personal Information including your personal data and other data including your
name, photo, date of birth, address, position, performance appraisal, salary, bank account, or
other payment instrument details, physical, physiological or mental health or medical condition,
details of identity documents, proof of address and other contact details, information concerning
marital status, religion, medical records and history, biometric information, commission or alleged
commission of any offence or proceedings for any offence committed or alleged to have been
committed, the disposal of such proceedings or the sentence of any court in such proceedings.

e. Personal Information you provide will be collected, used and otherwise processed by the Company
to the extent it is necessary for the following purposes:
i. for administration of your employment with the Company for purposes including
processing of payroll and other employment benefits, development, training, career
planning, performance assessment or is otherwise necessary in relation to your
employment with the Company.
ii. pre-employment verification of information provided by prospective employees which
include: checking the accuracy and completeness of the details (such as qualifications)
provided by prospective employees;
iii. pre-employment vetting of prospective employees' background and circumstances which
may include: conducting background checks in relation to criminal records, obtaining
information from credit bureaus to check for employees' creditworthiness, conducting
reference checks in relation to employees' job suitability;
iv. assessing individual work performance, attendance and disciplinary record;
v. conducting employee disciplinary proceedings;
vi. conducting training of employees;
vii. providing employee references which include: letters to third parties providing employee's
details (excluding salary information) of employment with the Company.
viii. monitoring your business communications (by monitoring telephone, email and internet
traffic data i.e. sender, receiver, subject; date and time of text messages; attachments to
email; numbers called and duration of calls; domain names of web sites visited, duration
of visits; and files downloaded from the Internet) if required in any investigation;
ix. disclosure to the tax and immigration authorities; and
x. all other matters relating to your employment with the Company as the Company
considers necessary or appropriate.

f. You may be required, as part of your work for the Company, to collect, store, use and share the
personal information of individuals. When you do so, the Global Privacy policies and the rules
down laid therein shall apply. It is important that you only collect, access and use Personal
 Information to the extent necessary for your work. The Global Privacy policies shall form an
integral part of your terms of employment with the Company.

15. THE GROUP’S BASIC PRINCIPLES

The Code of Ethics and Conduct of the Company, the Conflicts of Interest Policy, the Guidelines on
Reporting Violations of Law and Policies as well as all other Company regulations, procedures, guidelines,
Compliance Directives and other provisions which apply to the work as an employee shall be complied
with. Any breach may result in disciplinary measures which may lead to consequences up to termination
of the Employment Contract or any other rights and remedies available to the Company as per the law of
the land.

Conflict of Interest:

You shall be required to undergo the trainings stipulated by the Company for recognizing, addressing and
disclosing the Conflict of Interest, if any. You represent and warrant to the Company that the Employee is
not, to the best of the Employee’s knowledge and belief, involved in any situation that might create, or
appear to create, a conflict of interest with the Employee’s loyalty to or duties for the Company. You shall
also be required to fill the attached Conflict of Interest disclosure form at the time of joining.

Assignment and Pledging of Benefits:

You shall neither assign nor pledge to third parties any financial or other benefits to which you are entitled
under the terms of this contract of employment except as required under law.

Acceptance of Gifts:
You shall not accept or undertake to accept either directly or indirectly any gifts, commissions or other
favour of any kind whatsoever in connection with your work without the prior knowledge of the
Management of the Company. This shall be in line with the Gifts' Policy issued from time to time.

Anti-Corruption Policy

The Group has an absolute zero tolerance attitude towards any form of bribery and/or corruption. All
employees are responsible to ensure that the Company’s activities are conducted in line with all
antibribery and corruption laws and regulations applicable in all the countries where the Servier Group
operates.

In case at a later date at any time, if the Company comes to know that you have earned incentives by
unethical means or in a fraudulent manner or dishonest means by indulging in activities such as bribes,
unethical or unauthorised marketing practices, undue favours etc. the Company will not only be within its
right in terminating your services but also recover the incentives paid to you from your salary and other
legal dues as permitted in law besides filing appropriate legal proceedings against you including Civil

and/or Criminal for recovery of such amount and/or prosecuting you for the above acts

16. INTIMATION OF CHANGE IN ADDRESS

You shall always keep the Company informed in writing about any change in your local or native place
residential address within 7 (Seven) days' from such change. If no written information about the change of
your residential address is submitted to the management the last recorded address with the Company
shall be taken into consideration as your official address. Any communication sent to you to such address
 by Registered A.D. post shall be deemed to have been duly and properly served on you even if such
communication is returned by the postal authorities undelivered for any reason whatsoever.

17. JURISDICTION

All disputes, questions and differences of any nature whatsoever which may arise during your employment
with the Company or aftermath between the Company and you as to the interpretation, construction or
any matter or thing contained in this letter of appointment or the rights, duties and liabilities of either of
the party shall be subject to the jurisdiction of a competent court situated within the limits of the Brihan
Mumbai Municipal Corporation.

18. ADDITIONAL RULES & REGULATIONS:

In addition to the terms and conditions of employment hereinabove mentioned, you shall also observe
and comply with and shall be bound by any rules, regulations and procedures which the Company may
from time to time separately frame for observance and compliance by its officers and which are
communicated by the Company to you in writing. The Company shall have the right to add, to alter, modify
or abrogate from time to time any term of the Contract of Employment, including remuneration and
perquisites, which will be communicated to you either by individual letter/email or by a circular.

Yours faithfully,
for SERVIER INDIA PRIVATE LIMITED

Sanket Salvi
Human Resources Director

I accept unconditionally without any reservations the terms and conditions of my appointment hereinbefore
mentioned in this letter of appointment after reading and understanding its implication on me.

Name: ______________________ Signature: _____________________ Date: ______