AMENDMENT NO. 4 to BUSINESS TRANSFER AGREEMENT

In view of the transactions contemplated by the terms of this Agreement and the retention by the Seller of the Other Businesses, during the period commencing on the Closing Date and ending on the earlier of (i) the *** (***) anniversary of the Closing Date (or, if not enforceable for such period in any country under the Competition/Investment Laws of such country, for such period as shall be enforceable in such country under the Competition/Investment Laws of such country) or (ii) the date of the expiration or early termination of the Amended API Supply Agreement (the “Purchaser Restricted Period”), provided, however, that such early termination is not attributable to a breach of a material obligation by Purchaser pursuant to such Amended API Supply Agreement, the Purchaser shall, and the Purchaser shall cause its Affiliates not to, directly or indirectly, to engage in any business anywhere in the world that conducts any Seller Competing Activities, provided that, for the purposes of this Clause 8.6.5, the Purchaser or any of their Affiliates shall not be prevented from (i) being the holder or beneficial owner by way of bona fide investment purposes only of any units of an authorized unit trust and/or any securities in any company carrying on any Seller Competing Activities which are listed or traded on any recognized stock exchange, regulated market or trading facility provided that Purchaser and its Affiliates do not have directly or indirectly any management functions or any material influence in such a company, or (ii) acquiring in a single transaction or a series of related transactions any one or more companies and/or businesses (taken together, the “Acquired Business”) and carrying on that Acquired Business although its activities include any Seller Competing Activities (the “Acquired Competing Business”), if the Acquired Competing Business represents 50% (fifty percent) or less of the Acquired Business (measured in terms of turnover in its last accounting year) and the Purchaser does not build up or utilize the Acquired Competing Business for purposes of competing with Seller’s business of supplying cephalosporins API to Purchaser. The sole and exclusive remedy of the Seller and its Affiliates for any breach by the Purchaser or any of its Affiliates shall be the termination of the obligations of KRR, the Seller and their respective Affiliates pursuant to Clause 8.6.1 (provided that such termination shall not effect the obligations of KRR, the Seller or their respective Affiliates pursuant to Clause 8.6.1 prior to such termination or the remedies of the Purchaser and its Affiliates for any breach of Clause 8.6.1 resulting from any events, actions or circumstances occurring prior to such termination whether or not known to the Purchaser or its Affiliates prior to such termination). If requested by the Seller at any time during the Purchaser

“Seller Competing Activities” means the business of researching, developing, testing, manufacturing, selling, marketing and distributing cephalosporins API.

Unless otherwise agreed to in writing by the Seller, during the Purchaser Restricted Period, the Purchaser shall not, directly or indirectly, for itself or on behalf of or in conjunction with any other Person, and the Purchaser shall cause its Affiliates not to, directly or indirectly call upon any individual who is, at the time the individual is called upon, an employee of the Seller or any of its Affiliates engaged in any Other Remaining Businesses for the purpose or with the intent of soliciting such employee away from or out of the employ of the Seller or any of its Affiliates, or employ or offer employment to any individual who was or is employed by the Seller or any of its Affiliates unless such individual shall have ceased to be employed by the Seller or any of its Affiliates for a period of at least 12 (twelve) months prior thereto. This Clause 8.6.7 shall not be deemed to prohibit the Purchaser or its Affiliates from engaging in general media advertising or solicitation that may be targeted to a particular geographic or technical area but that is not specifically targeted towards employees of the Seller.

If a final Judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in Clause 8.6.1 to 8.6.7 is invalid or unenforceable, then the Parties agree that the court or tribunal shall have the power to reduce the scope, duration, or geographic area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Clause 8.6 shall be enforceable as so modified after the expiration of the time within which the Judgment may be appealed. The Parties agree that this Clause 8.6 is reasonable and necessary to protect and preserve each Party’s legitimate business interests, the value of the Transferred Assets of the Business, the Goodwill being purchased by the Purchaser hereunder and the value of the Other Businesses being retained by the Seller and to prevent any unfair advantage being conferred on either Party.

The Parties agree that the covenants of non-competition and non-solicitation contained in this Clause 8.6 are reasonable covenants under the circumstances.