India Joint Venture Agreement dated February 18, 2021

INSTADOSE PHARMA CORP. (“Instadose Pharma” or “Instadose”), a company incorporated under laws of British Columbia, Canada with headquarters located at 5500 North Service Road, Suite 301, Burlington, Ontario L7L 6W6.

- And -

SANCTUM HEALTHCARE REMEDIES PRIVATE LIMITED (“Sanctum”), a private limited company incorporated under the laws of the Republic of India with headquarters located at J-51, Mustatil No. 10, Killa No. 8, Defence Enclave, South West, Delhi, India, 110071.

I.

INTRODUCTION

(A)

Instadose Pharma is a Canadian company possessing the Knowledge and Expertise required to grow, cultivate, collect, transport, process, produce, sell, import, export, and distribute Medicinal Plants, Medicinal Plant Derivatives, and Cannabinoid Oil.

(B)

Instadose Pharma is utilizing its Knowledge and Expertise to create a large scale commercial growing, extraction, and global distribution platform capable of providing the world’s largest pharmaceutical and food & beverage companies with sustainable, consistent, diverse, and low cost supplies of high quality Medicinal Plant Derivatives and Cannabinoid Oil (the “Global Platform”) for use in bulk as an active pharmaceutical ingredient (an “API).

(C)

Instadose Pharma is utilizing a joint venture business model to build the Global Platform. First, Instadose Pharma strategically selects a country (the “Participating Country”) in which it desires to grow and cultivate Medicinal Plants (“Medicinal Plant Cultivation”) or produce, sell, and distribute Cannabinoid Oil (“Cannabinoid Oil Production”). Thereafter, Instadose Pharma will create a company owned in part by one or more Instadose Pharma Parties in the Participating Country to serve the Global Platform as a Medicinal Plant Cultivation Partner or Cannabinoid Oil Production Partner (each, a “Global Platform Partner” and together, “Global Platform Partners”). Within the Global Platform, Medicinal Plant Cultivation Partners will be responsible for growing, cultivating, and processing (as applicable) Medicinal Plants into Medicinal Plant Derivatives. Once processed, the Medicinal Plant Derivatives are then transported to one or more Cannabinoid Oil Production Facilities owned and operated by Cannabinoid Oil Production Partners. Once received by the Cannabinoid Oil Production Facility, the Medicinal Plant Derivatives will be sold, or first processed into Cannabinoid Oil by the Cannabinoid Oil Production Partner and sold, to Purchasers by Instadose Pharma.

(D)

Following creation of the Global Platform Partner, Instadose Pharma will contract with one or more strategically selected joint venture partners (the “Joint Venture Partner”) in the Participating Country first to assist the Global Platform Partner in obtaining and holding those licenses, permits, and authorizations required in the Participating Country for Medicinal Plant Cultivation or Cannabinoid Oil Production (the “Licenses”). Upon receiving the Licenses, Instadose Pharma and the Joint Venture Partner will work together to operate the day-to-day business of the Global Platform Partner (Medicinal Plant Cultivation or Cannabinoid Oil Production or both) with the goal of making the Global Platform Partner self-operatable by no later than the twelve (12) month anniversary of the Global Platform Partner receiving the Licenses. In addition thereto, Instadose Pharma will be predominantly tasked with sourcing and co-ordinating the large scale supply of Medicinal Plant Derivatives between Global Platform Partners as well as the marketing, export, and sale of Medicinal Plant Derivatives and Cannabinoid Oil to Purchasers for use in bulk as an API. The revenues received by Instadose Pharma from the sale of Medicinal Plant Derivatives and Cannabinoid Oil are then shared by and between Instadose Pharma and the applicable Global Platform Partners.

(E)

Instadose Pharma and Sanctum have agreed to a plan of joint venture (the “Joint Venture”) that would see Sanctum serve Instadose Pharma as a Joint Venture Partner in the Republic of India (“India”). With Instadose Pharma, Sanctum has established Instadose Pharma India Private Limited (“IDP India”) to serve the Global Platform in India as a Global Platform Partner (in the role of both a Medicinal Plant Cultivation Partner and a Cannabinoid Oil Production Partner). With the assistance of Sanctum, IDP India has secured, or is in the process of securing both the Joint Venture Licenses and the Joint Venture Lands. With the necessary assistance of Sanctum, Instadose Pharma will construct and equip the Joint Venture Facilities with the Joint Venture Equipment necessary to carry out the Joint Venture. Instadose Pharma shall assume responsibility for selling all of the Medicinal Plant Derivatives and Cannabinoid Oil processed and/or produced by IDP India throughout the Joint Venture Term. All of the Net Profits generated under the Joint Venture shall be shared between Instadose Pharma and Sanctum in accordance with the Net Profit Share.

(F)

Instadose Pharma and Sanctum wish to enter into this Agreement for the purposes of setting forth their mutual understanding with respect to the Joint Venture, including, but not limited to, the business operations of IDP India. For the purposes of this Agreement, India shall be deemed to be the Participating Country with IDP India serving the Global Platform as a Global Platform Partner. For additional clarity, Instadose Pharma and Sanctum shall be considered Joint Venture Partners of one another.

(a)

“Agreement” means this Master Joint-Venture Agreement between Instadose Pharma and Sanctum including the Schedules hereto as amended, extended, replaced and varied from time to time.

(b)

“Annual Financial Forecast” means the annual conservative forecast (the form of which is attached to this Agreement as Schedule “A”) prepared by the Parties in advance of each Joint Venture Year setting forth expected Minimum Selling Price, Gross Revenue and Joint Venture Operating Expenses from the Joint Venture for that Joint Venture Year.

(c)

“Annual Production Forecast” means the annual conservative forecast (the form of which is attached to this Agreement as Schedule “B”) prepared in advance of each Joint Venture Year setting forth the expected quantity of Medicinal Plant Derivatives measured in kilograms and quantity of Cannabinoid Oil measured in litres to be produced by IDP India for that Joint Venture Year.

(d)

“Best Industry Practice” means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from time to time from a skilled and experienced contractor or professional engaged in the same type of undertaking and under the same or similar circumstances and conditions as those envisaged by this Agreement; seeking in good faith to comply with its contractual obligations and all applicable Regulatory Provisions, and upholding the integrity of country of India.

(e)

“Business Day” means a normal business day, excluding weekends and statutory holidays.

(f)

“Cannabinoid Oil” means crude oil, purified oil, and/or distilled oil extracted from Medicinal Plants (such as, but not limited to, CBD (exclusive of cannabis or hash oil) which may be used as an input in the manufacture of pharmaceutical products.

(g)

“Cannabinoid Oil Production Facilities” means those EU-GMP certified extraction, processing, packaging, and storage facilities operated by Cannabinoid Oil Production Partners.

(h)

“Cannabinoid Oil Production Partners” mean those joint venture partners of Instadose Pharma responsible for processing Medicinal Plant Derivatives into Cannabinoid Oil at the Cannabinoid Oil Production Facilities.

(i)

“CBD” means cannabidiol and “CBD Oil” means cannabidiol oil.

(j)

“Change in Control” means any change whatsoever in Control, whether effected directly or indirectly.

(k)

“Commencement Date” means the date the Parties commence the commercial planting of Medicinal Plants on the Joint Venture Lands.

(l)

“Confidential information” means any information or know-how in whatever form relating to the business affairs, trade secrets, products, operating techniques, or marketing techniques, methods or processes, suppliers, customers or finances of either of the Parties.

(m)

“Constitution” means the Constitution of India.

(n)

“Control” means in relation to any entity, the ability directly or indirectly to direct or cause the direction of the votes attaching to the majority of its issued shares or interests carrying voting rights, or to appoint or remove or cause the appointment or removal of any directors (or equivalent officials) or those of its directors (or equivalent officials) holding the majority of the voting rights on its board of directors (or equivalent body).

(o)

“Corrupt Act” means offering, giving or agreeing to give to any Responsible Authority in India or to any person employed by or on behalf of said Responsible Authority any gift or consideration of any kind as an inducement or reward: (i) for doing or not doing (or for having done or not having done) any act in relation to the obtaining or performance of any contract with said Responsible Authority; (ii) for showing or not showing favour or disfavour to any person in relation to any contract with the Responsible Authority; or (iii) committing any offence: (a) under any law from time to time dealing with bribery, corruption or extortion; (b) under any law creating offences in respect of fraudulent acts; or (c) at common law, in respect of fraudulent acts in relation to any contract with the Responsible Authority or any other public body; or (d) defrauding or attempting to defraud or conspiring to defraud any Responsible Authority or any other public body.

(p)

“Effective Date” means the date of signature of this Agreement by the last signing Party.

(q)

“Emergency” means a condition, situation, or occurrence whereby the security of the Joint Venture Facilities is in danger or where bodily injury or death or damage to employees, other personnel, or the Joint Venture Assets property located within the Joint Venture Facilities is likely to occur.

(r)

“Environment” means the aggregate of surrounding objects, conditions, and influences that influence the life and habitats of humans or any other organism or collection of organisms, and including all or any of the following media: air (including the air within any building or the air within any other man-made or natural structure above or below ground, water (including inland waters, groundwater and water in drains and sewers), and land.

(s)

“Environmental Laws” means any Laws in respect of the Environment.

(t)

“Existing Legal Framework” means the Constitution and the Laws of India, in each case as in effect on the Effective Date.

(u)

“Expiry Date” means the twenty-five (25) year anniversary of the Commencement Date or, in the event of the commencement of an Extended Term, the twenty-five (25) year anniversary of the commencement of the Extended Term.

(v)

“Expropriation” means the condemnation, nationalization, seizure, requisition or expropriation of all or part of the Joint Venture Facilities or the Joint Venture Licenses by any Responsible Authority of India.

(w)

“Force Majeure” shall mean any event beyond the reasonable control of either Party, the occurrence of which could not have been reasonably foreseen at the Effective Date, including, but not limited to, war whether declared or not, revolution, riot, insurrection, strikes (including strikes by employees or sub-contractors), civil commotion, invasion, armed conflict, hostile act of a foreign enemy, blockade, embargo, act of terrorism, sabotage, civil disturbance, radiation, biological or chemical contamination, ionizing radiation, explosion, fire, epidemic or pandemic, landslide, lightning, earthquake, volcanic eruption, other natural disaster or calamity of any kind and any other similar event.

(x)

“GACP Guidelines” means the Guideline on Good Agricultural and Collection Practice (GACP) for Starting Materials of Herbal Origin (2006) adopted by the Committee on Herbal Medicinal Products (HMPC) of the European Medicines Agency. Copies of the GACP Guidelines are attached to this Agreement as Schedule “C”.

(y)

“GMP” is a system for ensuring that products are consistently produced and controlled according to quality standards. It is designed to minimize the risks involved in any pharmaceutical production that cannot be eliminated through testing the final product. GMP covers all aspects of production from the starting materials, premises, and equipment to the training and personal hygiene of staff. Detailed written procedures are essential for each process that could affect the quality of the finished product. There must be systems to provide documented proof that correct procedures are consistently followed at each step in the manufacturing process - every time a product is made. EU-GMP certification is an enhancement to the GMP certification above as required for the European Union countries.

(z)

“Gross Revenue” for the purposes of this Agreement shall mean revenue from the sale of Joint Venture Outputs to Purchasers under the Joint Venture.

(aa)

“Instadose Pharma Parties” means the officers, directors, staff, employees, contractors, Sub-contractors, agents, affiliates, joint venture partners, guests, visitors, invitees and patrons of the Instadose Pharma and those of its shareholders or, where the context requires, any one or more of them.

(bb)

“IFRS” means the International Financial Reporting Standards as set by the International Accounting Standards Board, having its offices at 30 Cannon Street, London, EC4M 6XH, England.

(cc)

“Joint Venture” means the Joint Venture referred to in the recitals, the full scope of which is set forth in Article 4.2 of this Agreement.

(dd)

“Joint Venture Assets” means collectively, the Joint Venture Equipment, Joint Venture Lands, and Joint Venture Facilities or any one of them.

(ee)

“Joint Venture Budget” means the Joint Venture roll-out budget to be included in Schedule “D” setting forth the expenditures required to, among other things, obtain the Joint Venture Licenses in the name of IDP India, prepare and cultivate the Joint Venture Lands for farming, acquire the Joint Venture Equipment, construct any required Joint Venture Facilities, and achieve the first sales of Joint Venture Outputs under the Joint Venture.

(ff)

“Joint Venture Equipment” means that equipment set forth in Schedule “E” to this Agreement used on the Joint Venture Lands or at the Joint Venture Facilities for the purpose of growing, cultivating, collecting, transporting, processing, producing, packaging, bottling, and storing Medicinal Plants, Medicinal Plant Derivatives, and/or Cannabinoid Oil (as applicable) on the Joint Venture Lands.

(gg)

“Joint Venture Facilities” means collectively, (i) one or more greenhouses, (ii) the Medicinal Plant Derivative drying, processing, packaging, labelling, and storage facilities, and (iii) the Cannabinoid Oil production, bottling, and storage facilities. Items (i) - (iii) are to be located on the Joint Venture Lands, the approximate locations of the Joint Venture Facilities are provided for in Schedule “F”.

(hh)

“Joint Venture Gross Revenue Account” means the bank account of IDP India maintained at the Central Bank of India (or at such other bank as otherwise agreed between the Parties) set forth in Schedule “G” to be used for receiving the Gross Revenues generated from the operation of the Joint Venture and paying the Net Profit Share to each of the Parties in accordance with the terms of this Agreement.

(ii)

“Joint Venture Insurance Policies” means any of the following insurance policies determined by Instadose Pharma and Sanctum to be required and purchased by and for the benefit of IDP India:

(jj)

“Joint Venture Lands” means those lands located in the northern and central Indian states of Uttarakhand and Madhya Pradesh respectfully to be utilized by IDP India for the purpose of growing, cultivating, collecting, transporting, processing, producing, packaging, bottling, and storing Medicinal Plants, Medicinal Plant Derivatives, and/or Cannabinoid Oil in India, the approximate locations of which is provided for in Schedule “H”;

(kk)

“Joint Venture Licenses” means those permits, licenses, consents, and/or approvals required by IDP India in India to, among other things: (i) grow, cultivate, collect, transport, process, purchase, package, and store Medicinal Plants and/or Medicinal Plant Derivatives within the Joint Venture Lands, (ii) utilize Medicinal Plant Derivatives for the production of Cannabinoid Oil, (iii) produce Cannabinoid Oil, (iv) export and sell Medicinal Plants, Medicinal Plant Derivatives, and/or Cannabinoid Oil from India for commercial purposes, and (v) operate the Joint Venture. Copies of the Joint Venture Licenses shall be inserted as Schedule “I” to this Agreement.

(ll)

“Joint Venture Operating Expenses” include, but are not limited to, the following Joint Venture operating expenses:

(i)

all costs required to operate, manage, maintain, or upgrade the Joint Venture Assets;

(ii)

all costs associated with growing, cultivating, collecting, transporting, processing, storing, and exporting Medicinal Plants and/or Medicinal Plant Derivatives for subsequent sale to Purchasers under the Joint Venture;

(iii)

all costs associated with producing, bottling, storing, and exporting Cannabinoid Oil for subsequent sale to Purchasers under the Joint Venture;

(iv)

all electrical, hydro, and/or utility costs associated with use of the Joint Venture Lands;

(v)

all costs associated with the hiring and training of all employees and personnel required to operate the Joint Venture;

(vi)

all Joint Venture Insurance Policies to be issued on behalf, and for the benefit, of IDP India;

(vii)

all Joint Venture Wages;

(viii)

all applicable Tax due and payable by IDP India;

(ix)

all costs associated with the employment and/or hiring of security guards, police officers, and/or medical personnel for the Joint Venture Facilities as agreed upon between the Parties; and

(x)

those other costs and expenses agreed upon between the Parties.

(nn)

“Joint Venture Plan” means the agreed upon plan for rolling out the Joint Venture which includes, but is not limited to, targeted dates for (i) obtaining the Joint Venture Licenses in the name of IDP India, (ii) clearing and preparing the Joint Ventures Lands; (iii) growing, cultivating, and processing Medicinal Plants on the Joint Venture Lands; (iv) producing Cannabinoid Oil; and supplying Medicinal Plant Derivatives and/or cannabinoid Oil to one or more Purchasers at prices equal to no less than the Minimum Selling Price. A copy of the Joint Venture Plan shall be inserted as Schedule “J” to this Agreement.

(oo)

“Joint Venture Quarter” means each three-month calendar quarter during the Joint Venture Term.

(pp)

“Joint Venture Term” means the period from the Commencement Date to the Expiry Date or the Termination Date, whichever comes first.

(qq)

“Joint Venture Wages” means wages to be paid to employees or other personnel engaged by IDP India in connection with the Joint Venture in U.S. dollars and in such amounts that exceed what is minimally permitted by applicable Laws and/or Legislation.

(rr)

“Joint Venture Year” means each twelve (12) consecutive months, commencing on the Commencement Date and thereafter commencing on every twelve-month anniversary of the Commencement Date.

(ss)

“Knowledge and Expertise” means knowledge and expertise in, among other things, large scale agricultural farming including, but not limited to, Medicinal Plant seed supply, Medicinal Plant equipment and technology sourcing, Medicinal Plant growing and cultivation, Medicinal Plant Derivative processing, production facility construction and operation, Medicinal Plant-based oil extraction, international agricultural product distribution, sales, import/export logistics, and financial management and banking.

(tt)

“Laws” means the common law, Legislation, and all judicial decisions and any notifications or other similar directives made pursuant thereto that have the force of law, issued by any executive, legislative, judicial or administrative entity in India where the Joint Venture and Joint Venture Facilities are located.

(uu)

“Legislation” means all applicable statutes, statutory instruments, by- laws, regulations, orders, rules, executive orders, treaties, directives, and codes of practice having the force of law in India.

(vv)

“Loss” or “Losses” means losses, damages, liabilities, claims, actions, proceedings, demands, costs, charges, or expenses of any nature.

(ww)

“Medicinal Plant Cultivation Partner” means those joint venture partners of Instadose Pharma responsible for growing, cultivating, collecting, and processing Medicinal Plants into Medicinal Plant Derivatives to be supplied to one or more Cannabinoid Oil Production Facilities owned and operated by Cannabinoid Oil Production Partners.

(xx)

“Medicinal Plant Derivatives” means predominantly dried cannabis and non-narcotic hemp, cannabis (other than the flowering tops/buds (ganja) or the resin (charas) produced from plants) and hemp biomass and other related pharmaceutical derivatives all of which are produced from Medicinal Plants and all of which have a THC content level of no greater than 0.3%.

(yy)

“Medicinal Plants” means plants, including, but not limited to, medicinal cannabis (other than the flowering tops/buds (ganga) or the resin (charas) produced from plants), whose oils and other derivatives when extracted from them contain a THC content level of no greater than 0.3% and can serve as inputs to pharmaceutical production.

(zz)

“Minimum Selling Price” means the agreed upon minimum selling price for Joint Venture Outputs to be sold to Purchasers under the Joint Venture. The Minimum Selling Price shall be determined by the Parties when preparing the first Annual Financial Forecast and each subsequent Annual Financial Forecast prepared in advance of each new Joint Venture Year under the Joint Venture.

(aaa)

“Net Profit” represents the sales dollars remaining after all Joint Venture Operating Expenses have been deducted from Gross Revenue.

(bbb)

“Party” means any one of Instadose Pharma or Sanctum as the case may be, “Parties” means each of Instadose Pharma and Sanctum.

(ccc)

“Person” means any individual, partnership, corporation, company, business organization trust, governmental agency or other entity.

(ddd)

“Political Event” means (i) any change (whether by the introduction, modification or application of any Laws) in the Existing Legal Framework other than in accordance with this Agreement or with the prior written consent of the Instadose Pharma, which change uniquely and materially affects the cannabis and cannabinoid oil sector in India, (ii) any Expropriation, (iii) any revocation or other withdrawal of any Relevant Consent other than in accordance with the terms of this Agreement or in accordance with the Existing Legal Framework, (iv) any failure of any Responsible Authority to grant, maintain, renew, or accept, any Relevant Consent other than in accordance with the Existing Legal Framework or in a manner consistent with any Relevant Consent or agreement relating thereto, in each case which materially and adversely changes the legal, economic, or commercial position of Instadose Pharma or the Joint Venture from what it was on the Effective Date or from what it is or what it would have been but for such action or failure to act.

(eee)

“Proportionate Share” means, with respect to payment of the Joint Venture Operating Expenses, fifty-five percent (55%) to Instadose Pharma and forty-five percent (45%) to Sanctum.

(fff)

“Purchasers” means any purchasers of Joint Venture Outputs under the Joint Venture.

(ggg)

“Regulatory Provisions” means the guidelines for companies operating within India and the prevailing laws, regulations, ordinances, policy directives and standards of India and any Responsible Authority which in any way affects or applies to the conducting of the Joint Venture and/or this Agreement from time to time.

(hhh)

“Relevant Consents” means all consents, permits, clearances, authorizations, approvals, rulings, exemptions, registrations, filings, decisions, licenses, certificates required to be issued by or made with any Responsible Authority in connection with either Party’s performance obligations under this Agreement.

(iii)

“Responsible Authority” means legislature, any agency, local institution, department, inspectorate, minister, ministry, official or public or statutory person (whether autonomous or not) having jurisdiction over any or all of the Parties or the subject matter of this Agreement.

(jjj)

“Sanctum Parties” means the officers, directors, staff, employees, contractors, sub-contractors, agents, guests, visitors, invitees and patrons of Sanctum and those of its shareholders or, where the context requires, any one or more of them.

(kkk)

“Schedules” means the schedules to this Agreement, as amended, replaced and varied from time to time.

(lll)

“SOPs” means standard operating procedures for the processing, production, packaging, bottling, and shipping of Joint Venture Outputs and operation and maintenance of the Joint Venture Facilities, copies of which are attached as Schedule “K” to this Agreement.

(mmm)

“Specification” means the agreed upon guidelines set forth in a Supply Agreement and/or Purchase Order of the physical and chemical composition of the Joint Venture Outputs (with a THC content level not exceeding 0.3%) to be purchased by Purchasers under a Supply Agreement.

(nnn)

“Sub-contractors” means any sub-contractor of Instadose Pharma or Sanctum who has contracted directly with Instadose Pharma or Sanctum in respect of the Joint Venture.

(ooo)

“Supply Agreement” means a supply agreement for Joint Venture Outputs to be entered into between IDP India and all Purchasers, a model template of which is attached as Schedule “L” to this Agreement.

(ppp)

“Tax” means any national, local and/or other net income, gross income, gross receipts, sales, transfer franchise, profits, license, lease, service, service use, value added, withholding, payroll, employment, social benefit contribution, pension and health contribution, excise, severance, stamp, documentary, occupation, premium, property or windfall profits tax, or any other taxes, levies, fees (including documentation, license, and registry fees), assessments, or charges of any kind whatsoever, together with any interest and penalties, additions to tax or additional amounts with respect thereto, as imposed, collected or established by any Responsible Authority of India.

(qqq)

“Termination Date” means any date of early termination of this Agreement, in accordance with its terms.

(rrr)

“THC” means Tetrahydrocannabinol, the principal psychoactive constituent of cannabis.

(a)

references to the provisions of any law shall include such provisions as amended, re-enacted or consolidated from time to time in so far as such amendment, re-enactment or consolidation applies or is capable of applying to any transaction entered into under this Agreement;

(b)

references to “Parties” shall include the Parties’ respective successors-in- title and, if permitted in this Agreement, their respective cessionaries and assignees;

(c)

references to a “person” shall include an individual, firm, company, corporation, juristic person, Responsible Authority, and any trust, organisation, association or partnership, whether or not having separate legal personality;

(d)

references to any “Responsible Authority” or any public or professional organisation shall include a reference to any of its successors or any organisation or entity, which takes over its functions or responsibilities;

(e)

the headings of Articles, sub-Articles and Schedule are included for convenience only and shall not affect the interpretation of this Agreement;

(f)

the Schedules to this Agreement are an integral part of this Agreement and references to this Agreement shall include the Schedules;

(g)

the Parties acknowledge that each of them has had the opportunity to take legal advice concerning this Agreement, and agree that no provision or word used in this Agreement shall be interpreted to the disadvantage of either Party because that Party was responsible for or participated in the preparation or drafting of this Agreement or any part of it;

(h)

words importing the singular number shall include the plural and vice versa, and words importing either gender shall include both genders;

(I)

references to this “Agreement” shall include this Agreement and its Schedules as amended, varied, novated or substituted in writing from time to time;

(j)

references to any other contract or document shall include (subject to all approvals required to be given pursuant to this Agreement for any amendment or variation to or novation or substitution of such contract or document) a reference to that contract or document as amended, varied, novated or substituted from time to time;

(k)

general words preceded or followed by words such as “other” or “including” or “particularly” shall not be given a restrictive meaning because they are preceded or followed by particular examples intended to fall within the meaning of the general words; and

(l)

when a number of days is prescribed in this Agreement, such number shall be calculated including the first and excluding the last day, unless the last day falls on a day that is not a Business Day, in which case, the last day shall be the first succeeding day which is a Business Day.

(a)

apply for, obtain, and maintain the Joint Venture Licenses in the name of IDP India;

(b)

utilize the Instadose Pharma Expertise to:

(i)

secure, utilize, and/or operate the Joint Venture Assets for the purpose of growing, cultivating, collecting, transporting, processing, purchasing, producing, packaging, bottling, and storing, as applicable, Medicinal Plants, Medicinal Plant Derivatives, and/or Cannabinoid Oil; and

(ii)

sell all of the Joint Venture Outputs generated under the Joint Venture to Purchasers; and

(c)

share the resulting Net Profits under the Joint Venture from the sale of Joint Venture Outputs in accordance with the Net Profit Share.

(a)

“Deposit” means 15% - 25% of the total purchase price payable by the Purchaser to IDP India for Joint Venture Outputs.

(b)

“IDP India Invoice” means the invoice to be provided by IDP India to Purchasers in connection with an Approved Purchase Order setting forth the Deposit and Purchase Price Balance to be paid by the Purchaser for Joint Venture Outputs.

(c)

“Joint Venture Gross Revenue Account” means any of IDP India’s commercial bank accounts set forth in Schedule “G” to this Agreement where the Deposit and Purchase Price Balance for Joint Venture Outputs purchased by Purchasers shall be deposited.

(d)

“Joint Venture Output Completion Date” means the Purchaser’s requested completion date for Joint Venture Outputs to be purchased from IDP India.

(e)

“Joint Venture Outputs” means Medicinal Plant Derivatives and Cannabinoid Oil.

(f)

“Output Approval Notice” means written notice by the Purchaser to IDP India that an Output Sample meets the Specifications.

(g)

“Output Sample” means a sample of the Joint Venture Output to be purchased by a Purchaser under the Joint Venture.

(h)

“Pick-up Location” means the location where the Purchaser shall be required to pick-up completed Joint Venture Outputs.

(i)

“Purchase Price” means the dollar amount expressed in euros or U.S. dollars paid by Purchasers for Joint Venture Outputs.

(j)

“Purchase Price Balance” means the total purchase price payable by the Purchaser for Joint Venture Outputs less the Deposit.

(k)

“Purchasers” means purchasers of Joint Venture Outputs.

(l)

“Unfulfillable Product Volume” means the volume of Joint Venture Outputs IDP India is unable to supply to the Purchaser.

(m)

“Unfulfillable Product Volume Notice” means written notice provided by IDP India to a Purchaser setting forth those Joint Venture Outputs provided for in a Volume Forecast that IDP India is unable to supply to the Purchaser.

(n)

“Volume Forecast” means a twelve (12) month rolling forecast of the volume of any Joint Venture Outputs a Purchaser is projected to need and to purchase, in each month of such twelve (12) month period.

(a) 

The Purchase and sale of Joint Venture Outputs shall be governed by the terms of the Supply Agreement entered into between IDP India and the Purchaser. A model template Supply Agreement is attached as Schedule “L” to this Agreement. The Supply Agreement contains, among other things:

(i)

the Specifications for the Joint Venture Outputs to be purchased;

(ii)

the agreed upon Purchase Price per kilogram or litre of Joint Venture Outputs to be purchased by the Purchaser; and

(iii)

all protocols governing the purchasing, sampling, approval, release, and pick-up of the Joint Venture Outputs.

(a)

Following the execution of a Supply Agreement, a Purchaser shall be permitted to request an Output Sample in the quantities specified by the Purchaser in the Output Sample request that meets the applicable Specifications. IDP India shall be required to provide the said Purchaser with a Certificate of Analysis for each Output Sample.

(b)

Upon receipt of the Output Sample, a Purchaser shall undertake an assessment to determine whether the Output Sample complies with the applicable Specifications, including any tests that the Purchaser requires.

(c)

If an Output Sample does not meet the Specifications in any way, IDP India shall provide another Output Sample which meets the Specifications for the Purchaser to re-assess. The process of resubmitting Output Samples shall repeat until the first to occur of the following: either:

(i)

all non-conformance to the Specifications have been remedied by IDP India;

(ii)

the Purchaser issues an Output Approval Notice to IDP India; or

(iii)

a Purchaser, in its sole discretion, ends the process.

(d)

If a Purchaser subsequently issues a Purchase Order to IDP India for Joint Venture Outputs in respect of which it has not provided an Output Approval Notice, it shall be deemed to have issued the Output Approval Notice.

(a)

Upon completion of the process set out in Article 6.4 above, a Purchaser shall provide IDP India with a Volume Forecast, which forecast shall be updated by the Purchaser every month and delivered to IDP India no later than the fifth (5th) Business Day of each month.

(b)

If applicable, within five (5) Business Days of receipt of a Volume Forecast, IDP India shall be required to provide the Purchaser with an Unfulfillable Product Volume Notice specifying the Unfulfillable Product Volume. Following issuance of the Unfulfillable Product Volume Notice, the Volume Forecast shall be deemed amended accordingly to deduct the Unfulfillable Product Volume from the Volume Forecast.

(c)

A Purchaser shall be permitted to source Joint Venture Outputs required by a Purchaser from a third party, including to satisfy Unfulfillable Product Volume.

(i)

the Joint Venture Output to be purchased;

(ii)

the quantity of Joint Venture Outputs to be purchased;

(iii)

the requested Joint Venture Completion Date;

(iv)

the Pick-up Location; and

(v)

such information agreed by the Parties as is required.

6.7

Payment Terms and Invoicing

(a)

Payment in full for all Joint Venture Outputs must be made in euros or U.S. dollars immediately prior to any Joint Venture Outputs being made available to a Purchaser at the Pick-up Location. The aggregate Purchase Price of Joint Venture Outputs under an approved Purchase Order shall be specified in each Purchase Order, as adjusted on the relevant final invoice, and will be paid by a Purchaser as follows:

(i)

the Deposit set out on an Approved Purchase Order shall be paid once a Purchase Order becomes an Approved Purchase Order; and

(ii)

the Purchase Price Balance shall be paid immediately prior to the Joint Venture Outputs being made available to a Purchaser at the Pick-up Location.

(i)

the amount of any Deposit or Purchase Price Balance (as the case may be) due and owing by the Purchaser for the Joint Venture Outputs;

(ii)

the applicable method and relevant terms of payment for all Joint Venture Outputs; and

(iii)

wire instructions for the Joint Venture Gross Revenue Account.

(a)

IDP India shall engage the services of a third party independent laboratory for the purpose of obtaining a Certificate of Analysis for all Joint Venture Outputs.

(b)

Prior to the Joint Venture Output Completion Date, IDP India shall inspect the Joint Venture Outputs and conduct such tests described in the Specifications (and any other tests that IDP India determines, in its discretion, are prudent) for compliance with the applicable Specifications. All Joint Venture Outputs shall be approved by IDP India’s Qualified Person prior to the Joint Venture Output Completion Date and IDP India shall provide the Certificate of Analysis to the Purchaser.

(c)

IDP India shall provide to the Purchaser, prior to the Joint Venture Output Completion Date, certificates of manufacture and batch records, certificates of compliance showing the lot or batch in question of the Joint Venture Outputs meets the Specifications.

(d)

IDP India will also provide to the Purchaser, delivered to the location specified by the Purchaser in writing, a Joint Venture Output sample from the beginning, the middle and the end of each production run.

(a)

IDP India shall store the Joint Venture Outputs at the Joint Venture Facilities in accordance with the Specifications and applicable Laws.

(b)

Title and all liability for loss or damage to all Joint Venture Outputs shall pass from IDP India to the Purchaser when said Joint Venture Outputs are made available by IDP India for loading by the Purchaser at the Pick-up Location or as otherwise set forth in an applicable Supply Agreement or Approved Purchase Order.

(a)

“Actual Monthly Joint Venture Operating Expenses” means those actual Monthly Jointly Venture Operating Expenses as validated in a Joint Venture Monthly Expense Report.

(b)

“Forecasted Monthly Joint Venture Operating Expenses” means the forecasted monthly cash burn to operate the Joint Venture provided for in the Annual Financial Forecast.

(c)

“Initial Operating Expense Advance” means the advance of those funds necessary to satisfy the first six (6) months of Forecasted Monthly Joint Venture Operating Expenses as set forth in the Annual Financial Forecast.

(d)

“Joint Venture Month” means each month within the Joint Venture Term.

(e)

“Joint Venture Monthly Expense Report” means an expense report (with original receipts setting forth Actual Monthly Joint Venture Operating Expenses incurred by IDP India with respect to the previous Joint Venture Month.

(f)

“Joint Venture Operating Expense Account” means a bank account to be set up by Instadose Pharma in the name of IDP India at a reputable commercial bank in India containing deposited funds which may be withdrawn by IDP India for the purpose of paying monthly Joint Venture Operating Expenses.

(g)

“Net Profit” represents the sales dollars remaining after all Joint Venture Operating Expenses have been deducted from Gross Revenue.

(h)

“Net Profit Share” means fifty-five percent (55%) of Net Profits to Instadose Pharma and forty-five percent (45%) of Net Profits to Sanctum.

(i)

“Net Profit Share Payment Date” means the date the Net Profit Share is paid to the Parties as is set forth in Article 7.6 of this Agreement.

(j)

“Monthly Joint Venture Operating Expense Overpayment” means a scenario whereby Forecasted Monthly Joint Venture Operating Expenses exceed Actual Monthly Joint Venture Operating Expenses during any given Joint Venture Month as set forth in any Joint Venture Month Expense Report.

(k)

“Monthly Joint Venture Operating Expense Shortfall” means a scenario whereby Actual Monthly Joint Venture Operating Expenses exceed Forecasted Monthly Joint Venture Operating Expenses.

(a)

The Annual Financial Forecast will be prepared by the Parties in advance of each Joint Venture Year throughout the Joint Venture Term. A sample Annual Financial Forecast is attached as Schedule “A” to this Agreement for reference purposes only.

(b)

The sample Annual Financial Forecast provides an accurate, but not necessarily exhaustive, description of all Joint Venture Operating Expenses to be incurred by IDP India in carrying out the Joint Venture, including, but limited to, Forecasted Monthly Joint Venture Operating Expenses.

(b)

On or before the Commencement Date, Instadose Pharma and Sanctum shall advance to the Joint Venture Operating Expense Account their Proportionate Share of the Initial Operating Expense Advance.

(c)

On or before the tenth (10th) Business Day following each three-month period following the Initial Operating Expense Advance, Instadose Pharma and Sanctum shall advance to IDP India (via deposit to the Joint Venture Operating Expense Account) their Proportionate Share of the funds necessary to satisfy an additional three (3) Joint Venture Months’ worth of Forecasted Monthly Joint Venture Operating Expenses ensuring that at all times the Joint Venture Operating Expense Account shall have six (6) Joint Venture Months worth of Forecasted Monthly Joint Venture Operating Expenses deposited therein.

(d)

IDP India shall provide to Instadose Pharma and Sanctum on the last Business Day of each Joint Venture Month with a Joint Venture Monthly Expense Report setting forth Actual Monthly Joint Venture Operating Expenses incurred by IDP India with respect to the previous Joint Venture Month.

(e)

In the event of a Monthly Joint Venture Operating Expense Shortfall:

(i)

IDP India shall include in its Joint Venture Month Expense Report to Instadose Pharma and Sanctum an explanation for the Monthly Joint Venture Operating Expense Shortfall; and

(ii)

Within ten (10) Business Days following receipt by Instadose Pharma and Sanctum of each Joint Venture Month Expense Report disclosing a Monthly Joint Venture Operating Expense Shortfall, Instadose Pharma and Sanctum shall advance to IDP (via a reconciliation payment to the Joint Venture Operating Expense Account), their Proportionate Share of the Monthly Joint Venture Operating Expense Shortfall.

(i)

IDP India shall include in its Joint Venture Month Expense Report to Instadose Pharma and Sanctum an explanation for the Monthly Joint Venture Operating Expense Overpayment; and

(ii)

Instadose Pharma and Sanctum shall be permitted to reduce the amount of their next advance of Forecasted Monthly Joint Venture Operating Expenses by an amount equal to the Monthly Joint Venture Operating Expense Overpayment.

(g)

The Parties agree that IDP India shall review and/or adjust the Forecasted Monthly Joint Venture Operating Expenses on a quarterly basis throughout each Joint Venture Year.

(a)

The Parties shall work together to establish the Joint Venture Gross Revenue Account.

(b)

Gross Revenue generated under the Joint Venture shall be in U.S. dollars or euros and deposited by Purchasers to the Joint Venture Gross Revenue Account.

(c)

Withdraws from the Joint Venture Gross Revenue Account for the purposes of distributing the Net Profit Share shall be completed by one or more Instadose Pharma Parties on behalf of IDP India.

(a)

soliciting Supply Agreements from Purchasers for Joint Venture Outputs;

(b)

providing Sanctum and IDP India with copies of the Supply Agreements and Purchase Orders containing the Specifications and timing of delivery for all Joint Venture Outputs.

(a)

all Regulatory Provisions in respect of the Joint Venture Facilities; and

(b)

the terms of this Agreement.

(a)

Subject to the provisions of this Agreement, Instadose Pharma undertakes not to take any action, and to use its best efforts to ensure that no Responsible Authority shall take any action, which would have a material adverse effect on the Joint Venture unless required in the event of an Emergency, or to mitigate damages resulting from Sanctum’s failure to comply with its obligations under this Agreement, in which case the interruption shall be deemed authorized; provided, however, that Instadose Pharma undertakes to ensure that any such interruption by Instadose Pharma authorized pursuant to this Article 8.14 shall be limited to such period of time and to such scope of work as are necessary to deal with the Emergency or to mitigate such damages.

(b)

If any unauthorized interruption by Instadose Pharma or any Responsible Authority or if any authorized interruption in the event of an Emergency (to the extent such Emergency is not caused by the fault or negligence of Instadose Pharma or any Sub-contractor) causes the closure or the suspension of the Joint Venture, then the Parties shall be entitled to an extension of the Joint Venture Term equal in length to the period of time the Joint Venture was suspended or closed.

(a)

obtain and keep current the Joint Venture Licenses in the name of IDP India in accordance with the Regulatory Provisions;

(b)

comply with all conditions of the Joint Venture Licenses granted by any Responsible Authority; and

(c)

take all other necessary action required under the relevant Regulatory Provisions governing the Joint Venture Licenses and all related facets of the conduct of the Joint Venture.

(a)

obtaining ownership or a leasehold interest in and to all of the Joint Venture Lands; and

(b)

maintaining the continued quiet enjoyment of the Joint Venture Lands for the benefit of IDP India.

(a)

maintaining IDP India’s and the Joint Venture’s good standing in India with the Responsible Authorities;

(b)

serving as IDP India’s and the Joint Venture’s primary liaison with respect to communications with the Responsible Authorities as such may relate to IDP India and the Joint Venture; and

(c)

staying informed and advising Instadose Pharma upon changes to Legislation, Laws, Regulatory Provisions, Environmental Laws, and the need for additional Relevant Consents or Joint Venture Licenses that may affect the Joint Venture in any way.

(a)

all Regulatory Provisions in respect of any of the Joint Venture Facilities; and

(b)

the terms of this Agreement.

(a)

Subject to the provisions of this Agreement, Sanctum undertakes not to take any action, and to use its best efforts to ensure that no Responsible Authority shall take any action, which would have a material adverse effect on the Joint Venture unless required in the event of an Emergency, or to mitigate damages resulting from Instadose Pharma’s failure to comply with its obligations under this Agreement, in which case the interruption shall be deemed authorized; provided, however, that Sanctum undertakes to ensure that any such interruption by Sanctum authorized pursuant to this Article 9.8 shall be limited to such period of time and to such scope of work as are necessary to deal with the Emergency or to mitigate such damages.

(b)

If any unauthorized interruption by Sanctum or any Responsible Authority or if any authorized interruption in the event of an Emergency (to the extent such Emergency is not caused by the fault or negligence of Instadose Pharma, IDP India, or any Sub-contractor) causes the closure or the suspension of the Joint Venture, then the Parties shall be entitled to an extension of the Joint Venture Term equal in length to the period of time the Joint Venture was suspended or closed.

(a)

provide reasonable assistance to Instadose Pharma to carry out the Joint Venture;

(b)

provide reasonable co-operation in seeking the assistance of the appropriate Relevant Authorities in carrying out the operation of the Joint Venture;

(c)

provide reasonable assistance to Instadose Pharma in obtaining any Relevant Consents required to be obtained by Instadose Pharma; and

(d)

if any claim is asserted against Instadose Pharma, or Instadose Pharma is made a party in any action or proceeding, in connection with the Joint Venture, provide reasonable assistance as requested by Instadose Pharma; provided that Instadose Pharma shall provide Sanctum with written notice of the assistance requested promptly upon receipt of any applicable complaint, summons or court order and all relevant facts and information.

(a)

the Joint Venture Budget;

(b)

the Initial Operating Expense Advance; and

(c)

the Joint Venture Operating Expenses.

(a)

in compliance with all applicable Regulatory Provisions and Relevant Consents;

(b)

in a clean manner and in a state of good order;

(c)

in conformity with those Good Industry Practices relating to the operation of the Joint Venture Facilities;

(d)

free from all environmental or health hazards;

(e)

in compliance with all applicable health and safety standards protecting all employees, staff, invitees, and patrons; and

(f)

as otherwise required by this Agreement.

(a)

at all times maintain the Joint Venture Equipment used at any of the Joint Venture Facilities in a clean, orderly and sanitary condition;

(b)

procure, provide and maintain the Joint Venture Equipment in good working order and repair the Joint Venture Equipment as is necessary to carry out the Joint Venture; and

(c)

ensure that all Joint Venture Equipment are of a quantity and quality necessary for the provision by the Parties of the Joint Venture, including, without limitation, all applicable laws, rules, regulations, and decrees and the terms thereof.

(a)

The Parties shall ensure that all Medicinal Plants and Medicinal Plant Derivatives are grown, cultivated, collected, processed, and packaged by IDP India according to the GACP Guidelines and SOPs.

(b)

The Parties shall ensure that IDP India obtain GACP certification with respect to all of IDP India’s operational practices at the Joint Venture Facilities.

(a)

all Joint Venture Outputs shall be produced, packaged, bottled, stored, and delivered in accordance with Best Industry Practice or any Regulatory Provisions in India set forth by the Responsible Authorities,, including the with regard to standard or quality of Medicinal Plants, Medicinal Plant Derivatives, and Cannabinoid Oil including, but not limited to applicable GMP and EU-GMP guidelines and/or GACP Guidelines;

(b)

all Joint Venture Outputs shall be kept fresh, uncontaminated and hygienically and properly stored at the Joint Venture Facilities; and

(c)

No Joint Venture Outputs shall be compelled to be produced, purchased, and/or delivered in contravention to the Regulatory Provisions of India as set forth by the Responsible Authorities.

(a)

put in place an accounting and cost control system which shall, among other things, record all financial and commercial transactions and other activities with respect to the Joint Venture whether or not recorded on the books and records of IDP India; and

(b)

retain a firm of independent accountants of recognized international standing and expertise pre-approved by the Parties, as auditors of IDP India. Instadose Pharma Parties shall prepare and maintain IDP India’s accounts with respect to the Joint Venture in U.S. dollars in accordance with applicable laws, rules, regulations, and decrees and IFRS.

(a)

Quarterly Financial Reporting – by the sixtieth (60th) Business Day after the end of each calendar quarter during the Joint Venture Term, a detailed report containing IDP India’s financial results with respect to the Joint Venture (namely, a balance sheet and income statement) (the “Financial Statements”) during the preceding calendar quarter (and, in the case of the first such report, the period from the Effective Date to the end of the first calendar quarter after the Effective Date).

(b)

Annual Financial Reporting – as soon as practicable but in any event not later than three (3) calendar months after the end of each Joint Venture Year:

(i)

three (3) copies of IDP India’s complete audited Financial Statements for the previous Joint Venture Year (which are consistent with the books of accounts and prepared in accordance with IFRS and presented in U.S. dollars), together with an audit report thereon;

(ii)

a copy of any management letter or other communication sent by the Auditor to IDP India, or to its management in relation to IDP India’s financial, accounting and other systems, management and accounts; and

(iii)

an annual report by the Auditor certifying that, based on its said financial, accounting and other systems, management and accounts, IDP India was in compliance with its financial obligations in respect of the Joint Venture as at the end of the relevant Joint Venture Year or detailing any non-compliance by IDP India therewith.

(a)

by the fifteenth (15th) Business Day after the end of each calendar month during the Joint Venture Term:

(i)

an-up-to-date Annual Production Forecast should actual production of Joint Venture Outputs deviate from that set forth in the original Annual Production Forecast; and

(ii)

an up-to-date inventory list of all Joint Venture Outputs stored at the Joint Venture Facilities (specifying packaging label details, including weight);

(b)

should IDP India propose any alterations, amendments and/or refurbishments to any of the Joint Venture Facilities, all documents, drawings, data, reports, specifications and other information (whether in printed form or in electronic form) produced in respect of such work, copies of all “as- built” drawings and such other technical and design information and completion records relating to the finished work as Instadose Pharma and Sanctum may reasonably request;

(c)

written reports containing the names, identity numbers and any other relevant details of any employees of IDP India or its Sub-contractors who are engaged in respect of the Joint Venture and who have resigned or been dismissed during the relevant Joint Venture Year;

(d)

as soon as practicable after such should occur (including a Political Event), a report containing any and all material events or developments that may arise in the course of the Joint Venture; and

(e)

immediate written notice of any disruption or suspension of operations at any of the Joint Venture Facilities. IDP India shall, within twenty-four (24) hours of any disruption or suspension of operations at any of the Joint Venture Facilities, provide Instadose Pharma with a report detailing the circumstances of such disruption, suspension, or closure.

(a)

employ or otherwise engage employees or other personnel at the Joint Venture Facilities in such number deemed necessary by Instadose Pharma to sufficiently carry out the Joint Venture;

(b)

following satisfaction of Instadose Pharma’s responsibilities set forth in Article 8.11 of this Agreement, provide regular ongoing training for all employees or other personnel engaged by IDP India at the Joint Venture Facilities;

(c)

ensure that all personnel and staff employed by IDP India at the Joint Venture Facilities shall at all times be clean, cleanly and tidily clothed so as to maintain uniformly high standards of presentation and delivery; and

(d)

pay all Joint Venture Wages.

(a)

conducts, manages and carries out the Joint Venture at all times in an Environmentally responsible way by adopting appropriate operating methods and practices for conducting such a Joint Venture and adhere to all Regulatory Provisions and Environmental Laws in connection therewith;

(b)

promptly brings to the attention of Instadose Pharma and sanctum any matter which may, in its view, have a detrimental impact on the Environment within the Joint Venture Facilities;

(c)

take all reasonable steps in the conducting of the Joint Venture to prevent and limit the occurrence of any Environmental or health hazards and to ensure the health and safety of all employees of IDP India, all of the Parties, the Instadose Pharma Parties, the Sanctum Parties and the general public;

(d)

comply with its statutory duties in terms of the Environmental Laws to take reasonable measures to prevent pollution or degradation from occurring, continuing or recurring; and

(e)

ensure that all of its Sub-contractors comply with all applicable laws, rules, regulations and decrees concerning the Environment with respect to the activities undertaken on the Joint Venture Facilities or in relation to the Joint Venture.

(a)

Subject to the provisions of this Agreement, Instadose Pharma and Sanctum shall be responsible for ensuring that IDP India does not take any action, and to use its best efforts to ensure that no Responsible Authority shall take any action, which would have a material adverse effect on the Joint Venture unless required in the event of an Emergency, or to mitigate damages resulting from a Party’s failure to comply with its obligations under this Agreement, in which case the interruption shall be deemed authorized; provided, however, that IDP India undertakes to ensure that any such interruption by IDP India authorized pursuant to this Article 10.20 shall be limited to such period of time and to such scope of work as are necessary to deal with the Emergency or to mitigate such damages.

(b)

If any unauthorized interruption by IDP India or any Responsible Authority or if any authorized interruption in the event of an Emergency (to the extent such Emergency is not caused by the fault or negligence of Instadose Pharma, Sanctum or any Sub-contractor) causes the closure or the suspension of the Joint Venture, then the Parties shall be entitled to an extension of the Joint Venture Term equal in length to the period of time the Joint Venture was suspended or closed.

(a)

any material changes to the scope of the Joint Venture Plan set forth in Article 4.2;

(b)

any change to the agreed upon Joint Venture Budget; and

(c)

any reduction of the Minimum Selling Price greater than ten percent (10%) of the agreed upon Minimum Selling Price.

(a)

any decisions or changes made to the Joint Venture Plan likely to or having a political consequence in India shall require the approval and consent of Sanctum; and

(b)

any decisions or changes made to the Joint Venture Plan with respect to the Joint Venture Budget or sale of the Joint Venture Outputs shall require the approval and consent of Instadose Pharma.

(i)

it is duly organized and operating in good standing in accordance with all Laws;

(ii)

this Agreement has been duly executed by it, is legally valid and binding upon it, and does not require any further approval or consent or registration in any form in order to give full force and effect thereto;

(iii)

it is not aware, after making due inquiries, of any proceedings, actions, or claims, pending or threatened, against or otherwise involving Instadose Pharma that would prejudice, in any way, its ability to fulfil its obligations under this Agreement or any other agreements or arrangements to be entered into in connection with the Joint Venture; and

(iv)

it has not committed any Corrupt Act;

(v)

except as may otherwise be set forth in this Agreement, there are no material agreements, contracts, leases or other written arrangements relating to or arising from the operation, maintenance or management of the Joint Venture to which Sanctum may be a party;

(vi)

other than Instadose Pharma’s right to its portion of the Net Profit Share, or as otherwise may be set forth in this Agreement, there are no tariffs, fees, levies, Tax or other charges collected or authorized to be collected in respect of the Joint Venture existing on the Effective Date by or on behalf of Instadose Pharma; and

(vii)

Sanctum is the only Person possessing the legal right to carry out the Joint Venture with Instadose Pharma in India.

(i)

it is duly organized and operating in good standing in accordance with all Laws;

(ii)

this Agreement has been duly executed by it, is legally valid and binding upon it, and does not require any further approval or consent or registration in any form in order to give full force and effect thereto;

(iii)

it is not aware, after making due inquiries, of any proceedings, actions, or claims, pending or threatened, against or otherwise involving Sanctum that would prejudice, in any way, its ability to fulfil its obligations under this Agreement or any other agreements or arrangements to be entered into in connection with the Joint Venture;

(iv)

it has not committed any Corrupt Act;

(v)

it has or will have the legal right and capacity to provide the Parties with access to and use of the Joint Venture Lands;

(vi)

except as may otherwise be set forth in this Agreement, there are no material agreements, contracts, leases or other written arrangements relating to or arising from the operation, maintenance or management of the Joint Venture to which Sanctum may be a party;

(vii)

other than Sanctum’s right to its portion of the Net Profit Share, or as otherwise may be set forth in this Agreement, there are no tariffs, fees, levies, Tax or other charges collected or authorized to be collected in respect of the Joint Venture existing on the Effective Date by or on behalf of Sanctum; and

(viii)

Instadose Pharma is the only Person possessing the legal right to carry out the Joint Venture with Sanctum in India.

(a)

If and when required, the Parties shall work together to obtain the necessary Joint Venture Insurance Policies on behalf of IDP India.

(b)

All policies covering insurable property shall be for not less than the full replacement value of such property.

(c)

All premiums, subsequent renewal premiums, all additional premiums and all stamp dues in respect of the relevant insurance policies, shall be incurred by IDP India.

(d)

The Parties shall ensure IDP India’s compliance with all the terms and conditions embodied in the insurance policies and undertake not to commit any act or permit any act to be committed or omit to do anything which in any way affects or vitiates such insurance policies.

(e)

The Parties undertake to provide one another with certified copies of the certificates of insurance and certified copies of the insurance policies within sixty (60) Business Days of inception by IDP India. Such certificates and policies shall reflect all insurance coverage stipulated by the Parties.

(a)

Instadose Pharma

The Instadose Pharma shall indemnify Sanctum and each Sanctum Party against and hold Sanctum and each Sanctum Party harmless from, and shall otherwise be responsible to third parties for, any Loss of any kind whatsoever suffered or incurred by Sanctum and each Sanctum Party by reason of any breach by the Instadose Pharma of any of its representations, warranties, covenants or undertakings in this Agreement, except to the extent such Loss is primarily caused by, or is primarily attributable to, the gross negligence of, or willful misconduct by, Sanctum or any Sanctum Party, or any Emergency, Political Event or event of Force Majeure.

(b)

Sanctum

Sanctum shall indemnify Instadose Pharma and each Instadose Pharma Party against and hold Instadose Pharma and each Instadose Pharma Party harmless from, and shall otherwise be responsible to third parties for, any Loss of any kind whatsoever suffered or incurred by Instadose Pharma and each Instadose Pharma Party by reason of any breach by Sanctum of any of its representations, warranties, covenants or undertakings in this Agreement, except to the extent such Loss is caused by, or is primarily attributable to, the gross negligence of, or willful misconduct by, Instadose Pharma or any Instadose Pharma Party, or any Emergency or Force Majeure.

(a)

Indemnification Notice

If the Party entitled to indemnification under this Article 14 (the “Indemnified Parties”) receives notice of any claim or the commencement of any suit, action, claim, proceeding or investigation brought by any Person other than the party or parties obligated to indemnify the Indemnified Parties in such instance (the “Indemnifying Parties”) and believes in good faith that the Indemnifying Parties may be obligated to provide indemnification pursuant to this Agreement, the Indemnified Parties shall promptly give the Indemnifying Parties written notice (an “Indemnification Notice”) thereof which sets forth in reasonable detail such information with respect to such suit, action, plan, claim, proceeding, or investigation as the Indemnified Parties shall then have, but the failure to give an Indemnification Notice to the Indemnifying Parties shall not relieve the Indemnifying Parties of any liability that it may have to the Indemnified Parties except to the extent that the Indemnifying Parties shall have been materially prejudiced in its ability to defend the suit, action, claim, proceeding or investigation for which such indemnification is sought.