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MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTBETWEEN

TNDIAN INSTITUTE OF TECHNOLOGY ROORKEE, ROORKEE,UTTARAKHAND,INDIA

ANI)PATANJALI RESEARCH FOUNDATION (TRUST)

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THIS MUTUAL CONFIDENTIALITY AND NON.DISCLOSURE AGRREMENT"Agreement") is made as on this 6thday of May,20l9

(the

BETWEEN

INDIAN INSTITUTE OF TECHNOLOGY ROORKEE (hereinafter referred as "IiT-Roorkee") , an autonomous institute of Ministry of Human Resources Development(MHRD), Govemment of India, , (which expression shall, where the context so admits,include its successors and permitted assigrrs) of the FIRST PART.

AND

PATANJALI RESEARCH FOUNDATION (TRUST) (hereinafter Referred as 'PRF?") ,aTrust registered in India under the Indian Registration Act, and having its Registeredollice at Patanjali Yogpeeth- 1, Delhi-Haridwar National Highway, Haridu,ar-249405,india,(which expression shall, where the context so admits, include its successors andpermitted assigns) of the SECOND PART.

Whereas, IlT-Roorkee and PRFT intend to enter into business discussions with respect to drugdiscovery research and preclinical development and for the purposes ofthe foregoing it shall benecessary for Parties to disclose to each other certain informalion which Parties consider 1o beconfidential and proprietary in nature;

Now Therefore, Parties for good and valuable consideration, the receipt and sufficiency ofwhich are mutually acknowledged, and intending to be legally bound hereby agree as follows:

I. DEFINITIONS

1.1 "Business Purpose" shall mean the information provided for evaluation of co-operation forpreclinical development of mutually identified research Projects.

1.3 "Receiving Party" shall mean the Party receiving the Confidential Information from theDisclosing Party.

1.4 "Confidenfial Information" shall mean and include but shall not be limited to an1, and allinformation, records, data, knowledge, materials (including chemical compounds, salts orderivatives thereof, drugs and specimens), Intellectual Properties (lP) namely, trade secrets,know-how, patents, tradentarks, copyrighls, scientific, commercial, financial or businessinformation, and olher proprietary and/or confidential infomtalion, whether tangible or intangibleofany Party its activities and affairs, and to those oftheir respective affrliates and third panies asto n'hom Parties have an obligation of confidentiality. Any information which, by its very nature,

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1.2 "Disclosing Party" shall mean the Party disclosing the Confidential Information to the otherParty.

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is understood as being confidential whether provided by the Disclosing party before or a?tr theEffective Date shall also be included as Confidential Information.

2. OBLIGATIONS OF CONFIDENTIALITY

21 Receiving Party hereby undertakes to treat the Confidential Infomration as strictly"confidential" and in no event shall Receiving Party communicate/disclose the ConfidentialInformation to any third parties without the prioiwritten approval ofthe Disciosing party.

2.2 Receiving Party will receive, maintain, and hold the Confidential Information with the samedegree of care and protection, as it would with its own confidential Information fromunauthorized disclosure but in no event it shall apply less than a reasonable degree ofcare.

2.3 The obligations of confidentiality shall apply to the Receiving party, including but notlimited to its affiliates; or the affiliate's employees, directors, officis, agents, represlentatives,attomeys. consultants and advisors.

3. EXCEPTIoNs

3.1 The obligations of the Receiving party specified in this Agreement shall not apply to and theReceiving Party will or have no firther obligations, with respect to any Confidential informationto the. extent the Receiving party can demonstrate, ty clear and convincing evidence thatConfi dential Information :

a. is or becomes publicly available, other than as a result ofa breach ofthis Agreement, or

b..was in the Receiving Party' s possession prior to receipt from the Disclosing party (to beevidenced by written records), or

c. becomes lawfully available to either party from a third pafiy free fiom any confidentialityrestriction ( to be evidenced by written records), or

d. is independently deveroped by the Receiving party without use of any of the DisclosingParty's Confidential Information (to be evidencedly written records), or

e' is required to be disclosed under any relevant govemmental law or regulation or by an order ofcourt provided that the Disclosing party is given practically p.o.pl written noiice of suchrequirement and the scope of such disclosure is limited to the maximum extent possible.

4. OWNERSHIP

Any confidential Information disclosed to or acquired by the Receiving party and allembodiments thereof (including reproductions thereof) shall be and shall rem-ain the exclusiveqrgpgrty of the Disclosing Pa(y. Neither Receiving party shall be entitled ro claim any rights,title, interest or ownership in the Confidential Information ofthe Disclosing party, nor shall theybe entitled to file the patent for rhe deveropment, discovery or invention in any patent

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applcation. Nothing hereunder shall grant to or confer upon Receiving Party any rights by'license, or ownership or otherwise in any of the Confidential Information of the DisclosingPa.ty.

5. RETURN OF CONFIDENTIAL INFOR]\{ATIONUpon the expiry or earlier termination of this Agreement or upon requesl of Disclosing Party.whichever occurs first, Receiving Parry shall promptly cease using and shall at the cost of theother partyretum or destroy (and, if requested by Discloser. certify destruction of all suchConfidential Lrformation along with all tangible and eiectronic copies which it may have made,except for one (1) copy that shall be used solely for archival purposes.

6. TERMINATION AND SURVIVAL

This Agreement shall be of a period of 5 years flom the Effective Date of the Agreement unlessterminated by either Party by giving 60 (sixty) days prior written notice. Notwithstanding thetermination of this Agreement for any reason whatsoever. all Confidential Information shallcontinue t<i be subject to the terms of this Agreement for a period often Syears from the date ofreceiving the Confidentiality Information.

Notwithstanding the foregoing, if either Party provides any Confidential Information to the otherParty which is identified as a ftade secret of the Disclosing Parly, the obligation to keep suchtrade secret confidential will be until such trade secret falls within the ambit of exceptions set outin this Agreement.

Disclosing Party makes no representation or warranty as to the accuracy or the completeness ofthe information (whether Confidential Information or not) obtained from it and shall have noliability in contract, tort or otherwise resulting from the Receiving Party's use of suchinfolmation or from it's participation in the Business Purpose. The Parties furlher warrant andrepresent that the terms of this Agreement are not inconsistent with other contractual obligations,expressed or implied which they may have.

Receiving Party agrees that it shall not disclose or make any public announcements about theexistence or performance of this Agreement, the discussions regarding such arrangement orAgreement or any other matter relating to the Business Purpose, whether in the form of pressrelease or otherwise, without the Disclosing Party's prior written consent.

Nothing hereunder shall commit or obligate, or be legally binding on, either Party to agree toany potential business relationship or to enter'into any further agreements or negotiations withthe other or to refrain from entering into an agreement or negotiations with any third parties.

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7. NO RI,PRESENTATION ORWARRANTY REGARDING ANY INFORN{ATION

8. ANNOUNCEN{ENTS

9. NO FURTHER OBLIGATIONS

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Neither Party may transfer or assign its rights or obligations under this Agreement in whole or inpart. without the prior written consent of the other, which consent shall not be unreasonablywithheld.

10. ASSIGNMENT

rT. GOVERNING LAW

12. INJUNCTIVE RELIEF

TICES COMMUN ICATIONS

This Agreement shall be govemed by and interpreted and construed in accordance with the Lawsof India and Parties hereto submit themselves ior the exclusive jurisdiction of Courts at Roorkeeand High Court at Nainital.

Receiving Party acknowledges and agrees that in the event of any breach of this Agreement byReceiving Party. Disclosing party will suffer an ineparable injury. such that the dimages maynot be a sufficient remedy for the Disclosing party for any Lreach of any of the. RiceivingParty's undertakings herein. Accordingly, Receiving party hereby agrees that Disclosing partyshall.be entitled_ to-specific performance of Receiving rarty' s ouiigailons under this Agreementor injunctive relief (as appropriate) as a remedy foi any Lreach if tho." unde.tJingl by tt"Receiving Party, in addition to any other remedies availatle to the Disclosing party iniaw or inequity.

13. NO

l3.l Any notices and communications permitted or required under this Agreement shall be inwriting., shall refer specifically to this Agreement and shatl be deemed given-only ifdelivered byhand, by registered mail or sent by nationalry recognized ouemigit delivery service thatmaintains records of delivery; or by fax, addressed to G Purtie. at thJir respective addresses orfax numbers as mentioned below or at such addresses as party,s may designate in writing to theother.

FoT PATANJALI RESEARCH FOUNDATION (TRUST)

For the attention of:Dr Anurag VarshneyVice PresidentDrug Discovery and DevelopmentPatan jali Research InstituteNH-58, Near Bahadrabad, Haridwar, 249405 (tJttrakJtand) Indiaanurag@prft.co.in

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13.2 Notices will be deemed to have been given (a) when delivered if personally delivered orsent by facsimile on a business day (or if delivered or sent on a non-business day. then on thenext business day); (b) on the business day after dispatch if sent by a nationally recognizedovemight courier; or (c) on the third (3'o.; business day following the date of mailing, if sent bymail.

fg.t IIT Roorkee:

For attention of:Dr. Partha RoyProfessorDepartment of BiotechnologyIndian Institute of Technology RookeeRoorkee 247 667UttarakhandPhone:01332 285686E-0mail :'paroyfbs@iitr.ac.in

14. REPRESENTATIONS REGARDING DUE AUTHORITY

Each Party warrants to the other:

(i) It has full power and authodty to enter into this Agreement, and to do all things necessary forthe performance of the Agreement.

(ii) This Agreement has been duly authorised by the authorized representatives ofthe Parties.

15. ENTIRE AGREEMENT AND WAIVER

This Agreement constitutes the enlire agreement between the Pades in relation to the BusinessPurpose and supersedes all prior understandings and agreements, whether oral or written, whichmay have existed between the Parties with respect to the sub.jeot rnatter addressed herein. i\*oprovision of this Agreement shall be waived, altered or cancelled except in writing signed bythe Party against whom such waiver, alteration or cancellation is asserted. Any such waivershall be limited to the particular instance and the particular time when and for which it is given.

No failure or delay by Disclosing Party in exercising any right hereunder shall operate as awaiver thereof, and no single or pa(ial exercise ofany right shall preclude any other or furtherexercise thereofor the exercise of any other right hereunder.

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I6. ENPORCEABILITY

The invalidity, illegality or unenforceability ofany provision hereofas to an obligation of a Party

shall in no way affect the validity or enforceability of any other provision of this Agreement. Inthe event any one or more ofthe provisions ofthis Agreement shall for any reason be heid to be

invatid, illegal or unenforceable, the remaining provisions of this Agreement shall be

unimpaired, and the Parties will negotiate in good faith to substitute a provision of like-economiceffect and intent.

17. RELATIONSHIP BETWEEN THE PARTIES

The Parties do not intend thal any agency or partnership be created by this Agreement.

18. A]\{ENDMENTS AND VARIATIONS

No amendments, variations. modifications, additions or consensual cancellation of thisAgreement or any provisions or term thereof and no exlension of time. waiver or relaxation ofany of the provisions or terms of this Agreement shall be binding unless recorded in a writtendocument signed by aulhodzed representatives of Parties.

19. HEADINGS

The descriptive headings of this Agreement are for convenience only, and shall be ofno force oreffect in construing or interpreting any of the provisions of this Agreement.

Sections, which by their nature should survive, will srirvive indefinitely even on expiration ortermination ofthis Agreement, or for the period of time noted in the specific clause.

21. COUNTERPARTS

This Agreement may be executed in tw'o or more counterparts, each of which shall be deemed an

original, but all of rvhich together will constitute one and the same instrument.

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20. SURVIVAL

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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement: intending tobe legally bound thereby, with effect from the Effective Date.

For For

Patanjali Research Foundation (Trust) Indian institute of TechlologyRoorkee

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Name: . Anurag Varshney

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Designation: Vice President

DaIe: 06lMayl2019

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Name: Dr. Partha Roy

Designation: Professor

Datei 06/Mayl2019

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Dr. Paltha RoyProfessor

Department of EiotechnologyIndian Institute of Technology RoorkeeRcorkee-247 667. Uttiir: \lr;fl di IN DIA

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Government of Uttarakhand

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: tN-uK15557291869013R

: 08-May-2019 12:00 PM

: NONACC (SV)/ uk1206704/ HARIDWARi'UK-HD

: SUBIN-UKUK120670433023808273075R

: PATANJALI RESEARCH FOUNDATION TRUST HARIDWAR

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: PATANJALI RESEAHCH FOUNDATION TRUST HARIDWAR

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AGR.EEMENT

BETWEEN

INDIAN INSTITUTE OF TBCBNOLOGY ROORKTE, ROORKEE,UTTARAIilIAND, INDIA

ANDRESEARCH FOUNDATION (TRUST)

be verlf€d al -kw.sicilos1amp..,$fi'. Ary di.crepa^.y in the Ceic;!son this Cerlii.ate and as

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This Agreement-is made and executed as on 10d day of May, 2019 at Haridwar

(u.K.)

BETWEEN

INDiAN INSTITUTE OF TECHNOLOGY ROORKEE (hereinafter referred as"IIT") , an autonomous institute of Ministry of Humal Resources Development(MHRD), Government of India, ,(which expression sha-Il, where the context so

admits, include its successors and permitted assigns) of the FIRST PART.

AND

PATANJALI RESEARCH FOUNDATION ORUST) (hereinafter Referred as "PRFT") ,aTrust registered in india under the India:r Registration Act, and having itsRegistered offrce at Patanjali Yogpeeth- 1, DelhiHaridwar Nationa-1 Highway'Hxidwar-249405, India,(which expression shall, where tJle context so admits,include its successors and permitted assigns) of the SECOND PART.

WIIER.EAS IIT and PRFT hereinafter are individually referred as "Par[/ andcollectively as "Parties", as the context may require.

IIT and PRFT wishing to establish cooperative relations, agree as follows

1. AREAS OF COLLABORA?ION:

Subject to the availability of funds from Government funding agencies/

collaborating industry and the approval of ttre Department of BiotechnoloS',

Indian Institute of Technologz Roorkee and the PRFT collaboration will be

undertalen through activities or programs such as

L Joint research activities in tJle form of submission of joint research

proposal, publication of PaPers

II. Exchange of academic and research materials

III. Exchange of research students linked to the research projects

IV. Holding ofjoint workshops/ trainings related to research oriented

activities

The terms and budget for each program or activity implemented under this

agreement shall be mutually agreed upon in writing prior to its initiation, Such

programs and activities shall be approved by authorized individuals from each

party.

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This arises with the scientific interaction wrth Dr. Anurag Varshney and

Professor Partha Roy, IIT.

Designated person(s) at of both the parties shall oversee and facilitate

implementation of this agreement in cooperation witJl other appropriate

administrators at the respective institutions. A11 notices shail be in writing and

shall be directed to these individuals as foilows:

Professor Partha Roy, Department of Biotechnolory, Indiai Institute of

Technologr Roorkee, Roorkee 247 667, Uttarakhand; Ph: 01332 285686; Fax:

01332 273560; E- mail: paroyfbs@iitr.ac.in

Dr. Anurag Varshney, Vice President ald Head Patanjali Research Institute,

Near.Patanjali Yogpeeth- 1, NH-58, Near Bahadrabad, Haridwar, PIN-249 405,

Uttrakhand; Ph: +91 73O 26a 5210; E-mail: anura@prft.co.in

The present Agreement MOU shaii enter into force when signed by both parties

and will remain effective for five years in the first instance. Either party may

bring the Agreement to an end by one year's wdtten notice to the other. Any

modification of the present text during the tenure of this agreement MoU shall

be agreed between the parties and submitted for approval to the reievant

authorities.

For the purposes of this agreement arrd a-11 addenda hereto encompassing

specilic progratns between tlie Indian Institute of Technologl Roorkee a]rd

PRFT, it is understood and agreed that neither party shaJl be liable for arty

negligent or wrongful acts, either of commission or omission, chargeable to the

other, unless such liability is imposed by law. This memorandum of agreement

and all addenda shall not be construed as seeking to either enlarge or diminish

any obligation or duty owed by one party to the other or to a third party'

2. RENEWAL TERMINATION AND AMENDMENT

I This agreement shall remain in force for a period of frve (5) years from the

date of the last signature, with the understanding that it may be

terminated by either party giving ninety (9O) days written notice to the

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partner institution.

This agreement may be amended with the mutual consent of tlie parties

through a written addendum executed by authorized individuals of both

the parties. Such addendum, once approved by both the parties, u/i11

become part of this agreement.

This agreement shall be binding upon signing by authorized indMduals of the

Indian Institute of Technologl Roorkee and PRFT a]ld shall be effective as of the

date last written below.

IN WITNESS WHEREOF, the parties hereto have offered their signatures:

FOR INDIAN INSTITUTE OF TECHNOLOGY

ROORKEE, ROORKEE, INDIA

FOR PATANJALI RE CHFOUNDATION TRU

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Sponsored Research &Industrial Consultancy (SRIC)

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llldi.e hrdtutr othdrohg RooltorRoortr€e.24I 667 (lilDtA)

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