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INDIA NON JUDICIAL Government of

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MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT BETWEEN TNDIAN INSTITUTE OF TECHNOLOGY ROORKEE, ROORKEE, UTTARAKHAND, ANI) PATANJALI RESEARCH FOUNDATION (TRUST) ea

(0.g OJr**ry c t! Derrelopmenl - tt X \ Divis,on) 0 StatutoryAle.t: ,/./ ) "( b€ verjfied at "s_,w.sn.iteJamp..r,:i- A*y discrep3nry n ihe dera;is or this Ccilificare ard as

2. Tns cnus of checkng th6 leoitmac, is on rh€ ussn o, lhe cerirficaie . |11. THIS MUTUAL CONFIDENTIALITY AND NON.DISCLOSURE AGRREMENT (the "Agreement") is made as on this 6thday of May,20l9

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?") ,a Trust registered in India under the Indian Registration Act, and having its Registered ollice at Patanjali Yogpeeth- 1, -Haridwar National Highway, Haridu,ar-249405, india,(which expression shall, where the context so admits, include its successors and permitted assigns) of the SECOND PART.

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

Now Therefore, Parties for good and valuable consideration, the receipt and sufficiency of which 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 for preclinical development of mutually identified research Projects.

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

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

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

1. k \ is understood as being confidential whether provided by the Disclosing party before or a?tr the Effective 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 Confidential Information 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 same degree of care and protection, as it would with its own confidential Information from unauthorized 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 not limited to its affiliates; or the affiliate's employees, directors, officis, agents, represlentatives, attomeys. consultants and advisors.

3. EXCEPTI oNs

3.1 The obligations party of the Receiving specified in this Agreement shall not apply to and the Receiving Party will or have no firther obligations, with respect to any Confidential information to the. extent party the Receiving can demonstrate, ty clear and convincing evidence that Confi 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 be evidenced by written records), or

c. party becomes lawfully available to either from a third pafiy free fiom any confidentiality restriction ( to be evidenced by written records), or d. is independently deveroped by the Receiving party without use of any of the Disclosing Party'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 of court provided party that the Disclosing is given practically p.o.pl written noiice of such requirement 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 all embodiments thereof (including reproductions thereof) shall be and shall rem-ain the exclusive qrgpgrty 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 they be entitled to file the patent for rhe deveropment, discovery or invention in any patent Xu/ v 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 Disclosing Pa.ty.

5. RETURN OF CONFIDENTIAL INFOR]\{ATION Upon 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 the other partyretum or destroy (and, if requested by Discloser. certify destruction of all such Confidential 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 unless terminated by either Party by giving 60 (sixty) days prior written notice. Notwithstanding the termination of this Agreement for any reason whatsoever. all Confidential Information shall continue t

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

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

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

8. ANNOUNCEN{ENTS

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

9. NO FURTHER OBLIGATIONS

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

X \JZ \- 10. ASSIGNMENT

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

rT. GOVERNING LAW

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

12. INJUNCTIVE RELIEF

Receiving Party acknowledges and agrees that in the event of any breach of this Agreement by Receiving party Party. Disclosing will suffer an ineparable injury. such that the dimages may not be a sufficient remedy for the Disclosing party for any Lreach of any of the. Riceiving Party's undertakings herein. Accordingly, Receiving party hereby agrees that Disclosing party shall.be entitled_ to-specific performance of Receiving rarty' s ouiigailons under this Agreement or 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 in equity.

13. NOTICES COMMUN ICATIONS

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

FoT PATANJALI RESEARCH FOUNDATION (TRUST)

For the attention of: Dr Anurag Varshney Vice PresidentDrug Discovery and Development Patan jali Research Institute NH-58, Near Bahadrabad, Haridwar, 249405 (tJttrakJtand) India [email protected]

\ r,(." v x' \( fg.t IIT Roorkee:

For attention of: Dr. Partha Roy Professor Department of Biotechnology Indian Institute of Technology Rookee Roorkee 247 667 Uttarakhand Phone:01332 285686 E-0mail :'[email protected]

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

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 for the 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 Business Purpose and supersedes all prior understandings and agreements, whether oral or written, which may have existed between the Parties with respect to the sub.jeot rnatter addressed herein. i\*o provision of this Agreement shall be waived, altered or cancelled except in writing signed by the Party against whom such waiver, alteration or cancellation is asserted. Any such waiver shall 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 a waiver thereof, and no single or pa(ial exercise ofany right shall preclude any other or further exercise thereofor the exercise of any other right hereunder.

X \*/ 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. In the 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-economic effect 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 this Agreement or any provisions or term thereof and no exlension of time. waiver or relaxation of any of the provisions or terms of this Agreement shall be binding unless recorded in a written document signed by aulhodzed representatives of Parties.

19. HEADINGS

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

20. SURVIVAL

Sections, which by their nature should survive, will srirvive indefinitely even on expiration or termination 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.

X 1 \.0 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement: intending to be legally bound thereby, with effect from the Effective Date.

For For

Patanjali Research Foundation (Trust) Indian institute of Techlology Roorkee /\

1\

Name: . Anurag Varshney Name: Dr. Partha Roy

Designation: Vice President Designation: Professor

DaIe: 06lMayl2019 Datei 06/Mayl2019

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Seal Seal (D*g c' o ?ttoru,v a 0- Dr. Paltha Roy Developme,i f Divi!ion) Professor Department of Eiotechnology Indian Institute of Technology Roorkee rjcl vJa! Rcorkee-247 667. Uttiir: \lr;fl di IN DIA Government of Uttarakhand

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FalEqqt C€rtificate No. : tN-uK15557291869013R Cerli{icate lssued Date : 08-May-2019 12:00 PM Accounl Re{erence : NONACC (SV)/ uk1206704/ HARIDWARi'UK-HD Unique Doc. Relerence : SUBIN-UKUK120670433023808273075R Purchased by : PATANJALI RESEARCH FOUNDATION TRUST HARIDWAR Descriplion o{ Document : Article Miscelianeous Property Description Consideralion Price (Rs.) :0 (Zerc) F,rst Party : PATANJALI RESEAHCH FOUNDATION TRUST HARIDWAR Second Party :NA Stamp Duty Paid By : PATANJALI RESEARCH FOUNDATION TBUST HARIDWAR Stamp Duty Amount(Rs.) . 100 (One Hundred only)

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BETWEEN

INDIAN INSTITUTE OF TBCBNOLOGY ROORKTE, ROORKEE, UTTARAIilIAND, INDIA

AND RESEARCH FOUNDATION (TRUST) sea

(Drug Discorrery .U r:, 0- Derclopment r\ . .Division) Statutory Alert: be verlf€d al -kw.sicilos1amp..,$fi'. Ary di.crepa^.y in the Ceic;!son this Cerlii.ate and as

2. Th6 cnus olchockrng $6 taoitim.ay is on fie usels ot the certlicate 3. ln cEs€ of any di6cr€pancy pl€a$ inlorm the Compsle Aulhorily. 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") ,a Trust registered in india under the India:r Registration Act, and having its Registered 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[/ and collectively 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. X 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: [email protected]

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: [email protected]

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 partner institution. II 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 FOR PATANJALI RE CH FOUNDATION TRU ROORKEE, ROORKEE, INDIA sea

(0rug Discovery !) G I c- DlFtoprrrr c Dean f uryis,on) Sponsored Research & \ Industrial Consultancy (SRIC) 2-\ rid a\ Date: O3Su,"'z?51d , Date

Dean Spo.lso@d Resdanlr & Ind{El,id Consdtrocl llldi.e hrdtutr othdrohg Rooltor Roortr€e.24I 667 (lilDtA)