MEMORANDUM OF UNDERSTANDING

DHANVANTHARI INSTITUTE OF PHARMACEUTICAL SCIENCES (DIPS)

AND

EXLR Pharmaceuticals Pvt. Ltd.

PREAMBLE

Whereas, Dhanvanthari Institute of Pharmaceutical Sciences, Kothagudem (DIPS) is charged with

responsibility of training technical and scientific manpower in various front-line areas of importance
for the Nation and is also contributing to the rapidly growing scientific and technological knowledge
and professional excellence in Science & Technology by undertaking industrial & applied research
and consultancy.

WHEREAS, EXLR is engaged in manufacturing of formulations, research, design and development and
consultancy in the field of formulation development and related fields.

WHEREAS, both DIPS and EXLR, now

- Recognizing the importance of research and development in the areas formulation development, as
well as imparting industrial training to the pharmaceutical sciences students, etc.

- Appreciating the need for creation of large reservoir of highly qualified manpower in all fields related
to Drug design, Development and Analysis

- Desiring to club their efforts by pooling their expertise and resources,

INTEND to form a nucleus for promoting excellent quality manpower in the fields of Pharmaceutical
sciences with special emphasis on drug design, formulation research and development and related fields
etc.

NOW, THEREFORE, in consideration of the mutual promises made herein and of good and valuable
consideration, the receipt and sufficiency of which both DIPS and hereby acknowledge, DIPS and
EXLR hereby agree to sign a memorandum of understanding (MOU).

ARTICLE-I: SCOPE OF THE MOU

This MOU details the modalities and general conditions regarding collaboration between DIPS and
EXLR for enhancing, within the country, the availability of highly qualified manpower in the areas of
TO BE INTRODUCED HERE without any prejudice to prevailing rules and regulations in DIPS and
EXLR without any disregard to any mechanism evolved and approved by the competent authorities
under Govt. of India in so far as such mechanism applies to DIPS and EXLR. The areas of cooperation
can be extended through mutual consent.

ARTICLE-II: SCOPE AND TERMS OF INTERACTIONS

SVNIT and EXLR shall encourage interactions between the Scientists, Research fellows, faculty
members and students of both the organizations through the following arrangements:

a) Exchange of personnel through deputation as per the rules of the respective institute, for limited
periods as mutually agreed upon;

b) Organization of joint conferences and seminars;

c) Practical training of DIPS students at EXLR;

d) Joint guidance of student projects/thesis in formulation development and research and other areas of
national interest at DIPS by EXLR on mutually agreeable terms.

e) EXLR would accommodate B.Pharm. students who have completed the 6th semester of their
programme in such a number that EXLR deems convenient to it for the purpose of imparting
industrial training.

f) EXLR may depute its personnel as visiting faculty at DIPS to teach any of the regular Course or
specialized topics.

g) EXLR personnel as well as research scholars, may also be allowed to enroll for their
B.Pharm./M.Pharm.(Research) at DIPS, subject to availability of seats, research facilities and subject
to their fulfilling eligibility criteria and all other academic regulations of DIPS. Further, EXLR may
request to design and teach a Course or Courses which it deems fit to enhance quality and
performance of its employees. Such Courses maybe run at any mutually convenient premises.

h) EXLR may seek assistance/guidance of DIPS faculty member/s in product/process modification,

modernization, trouble shooting, etc.

i) Would allow the industrial visits of students for half/full day to provide them with an exposure to
various equipment, instrument, etc.

j) EXLR may showcase its business activities at the seminar/workshop/conference, etc. at DIPS.

k) EXLR may avail library, Internet, computational facilities at DIPS.

l) Post-graduate student will be allotted a Research supervisor from DIPS faculty members. A Research
Scientist at EXLR may be appointed a Co-research guide as per the rules of the respective institute for
a student Registered for B.Pharm./ M.Pharm. (Regular or Research) degree at DIPS. The student
maybe encouraged to take up the project such that EXLR desirably benefits from its outcomes.

m) The students will carry out part of their research work or M.Pharm../B.Pharm.project at DIPS and
EXLR depending on the nature of the work as per rules of the respective institute depending on
facilities and requirements.

n) There will be no restriction on the contents of the thesis and on publication of results of the thesis,
subject to the condition that no Intellectual Property Rights can be secured for any part of the work
which will be decided with mutual consent.

o) Both DIPS and EXLR will be free to independently carry out follow-up research on the thesis work
conducted under this scheme.

p) If the outcome of a project related to product development, process technology and design etc. which
involves matter of secrecy and concern with security of the State and the Country, the same will not
be allowed for publication/printing in any form such as Electronically/verbal, etc. If the outcome of a
project results into an intellectual property, for which rights can be secured, it will be decided on
case to case basis. Similarly, sharing of expenditure in securing such rights and income accrued
through royalty etc by the parties under the law will be decided on case to case basis after mutual
consultation.

q) Research supervisors from both the Institutes will be the corresponding authors in any publication
resulting from the collaborative work. All the efforts put by the student/s as a part of this MoU will
be accounted for by way of reporting the work in thesis and/or paper publication except the part for
which IPR needs be claimed.

r) Neither of the supervisors will publish the work carried out under this MoU without knowledge of the
other.

s) In any of the activities mentioned above, wherever financial aspects are involved, amount, payment
conditions, etc. would be spelt out clearly before starting the activity.

ARTICLE-III : SHARING OF FACILITIES

a) DIPS and EXLR shall make provisions to share their respective important R&D facilities in order to
promote academic and research interaction in the areas of cooperation.

b) DIPS and EXLR shall permit the sharing software and other materials and components developed in-
house in the areas of cooperation, if permissible within the rules governing the two institutions.
However, responsibility for safety of software and other materials during the exchange will rest on
respective Head of academic department/section.

c) DIPS and EXLR shall provide access to the library facilities to scientists, members of faculty and
students as per the prevailing rules and norms in the respective institutes.

ARTICLE-IV: CO-ORDINATION OF THE PROGRAMME INCLUDING

FINANCIAL ARRANGEMENTS

a) The collaborative programme between DIPS and EXLR shall be coordinated by a coordination
committee appointed by Directors of both the Institutes.

b) Financial arrangements for each specific collaboration will be decided on a case-to-case basis and
brought on record in each case after due approval from heads of both the Institutions.

ARTICLE-V : EFFECTIVE DATE AND DURATION OF MOU

a) This MOU shall be effective from the date of its approval by competent authorities at both ends.

b) The duration of the MOU shall be for a period of 5 years from the effective date.

c) During its tenancy, the MOU may be extended or terminated by a prior notice of not less than six
months by either party. However, termination of the MOU will not in any manner affect the interests
of the students/faculty/scientists who have been admitted to pursue a programme under the MOU.

d) Any clause or article of the MOU may be modified or amended by mutual agreement of EXLR and
DIPS.

ARTICLE-VI : IPR

Rights regarding publications, patents, royalty, ownership of software/design/product developed etc.

under the scope of this MOU, shall be decided by the two parties by mutual consent.

ARTICLE-VII: CONFIDENTIALITY

During the tenure of the MOU both DIPS and EXLR will maintain strict confidentiality and prevent
disclosure of all the information and data exchanged under the scope of this MOU for any purpose other
than in accordance with this MOU.

Both DIPS and EXLR shall bind their respective personnel who come into possession or knowledge of
any confidential information not to disclose the same to third parties without written approval of the
disclosing party or use such confidential information for any use other than intended under this
agreement or PROJECTS.

Further both DIPS and EXLR shall put in place adequate and reasonable measures to keep and store
confidential information secure so as to prevent any unauthorized use.

CONFIDENTIAL INFORMATION shall mean any proprietary information, data or facts belonging to
PARTIES collectively or severally, disclosed by the disclosing party under this agreement or any
subsequent agreement, whether in writing, verbal or electronically, irrespective of the medium in which
such information is stored, which is marked confidential or with any other words having similar
meaning by the disclosing party, or specifically agreed to be kept confidential by the parties, or declared
or identified so by the disclosing party before such disclosure or during the discussions. However
confidential information shall not include any data or information which:

(a) is or becomes publicly available through no fault of the receiving party,

(b) is already in the rightful possession of the receiving party prior to its receipt of such data or
information;
(c) is independently developed by the receiving party without reference to the confidential information
of the disclosing party

(d) is rightfully obtained by the receiving party from a third party or is in the public domain

(e) is disclosed with the written consent of the party whose information it is, or

(f) is disclosed pursuant to court order or other legal compulsion, after providing prior notice to the
disclosing party.

ARTICLE-VIII : AMENDMENTS

Any amendment and/or addenda to the AGREEMENT shall be in writing and signed by the PARTIES
hereto and shall only after such execution be deemed to form part of the AGREEMENT and have the
effect of modifying the AGREEMENT to the extent required by such amendment or addenda.

ARTICLE-IX : RESOLUTION OF DISPUTES

a) This agreement shall take effect and be construed in accordance with the Laws of India and be subject
to the jurisdiction of the courts at KOTHAGUDEM.

b) The dispute or difference whatsoever arises between PARTIES in relation to or in connection with
this AGREEMENMT both the parties shall first try to resolve the dispute/difference amicably between
themselves, failing which the matter shall be referred to and settled through arbitration. The arbitration
proceedings shall be held in accordance with the provision of Indian Arbitration and Reconciliation
ACT, 1996. The venue of arbitration shall be New Delhi and Language of arbitration shall be English.

ARTICLE-X: MISCELLANEOUS

a) The headings and sub-headings are inserted for convenience only and shall not affect the construction
of this Agreement.

b) Both DIPS and EXLR shall not, during the term of this Agreement directly or indirectly, solicit or
offer employment or engagement to any of the personnel of other party without the prior consent in
writing of that other party.

c) No failure to exercise and no delay in exercising, on the part of a Party, and right, remedy, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies, power and privileges
herein provided are cumulative and not exclusive of any right, remedies, powers and privileges
provided by law.

d) After this Agreement has been signed, all preceding understandings/negotiations and correspondence
pertaining to it shall become null and void.

IN WITNESS WHEREOF PARTIES HERE TO HAVE ENTERED INTO THIS AGREEMENT

EFFECTIVE AS ON THE DATE AND YEAR FIRST WRITTEN ABOVE.

Director Director

Dhanvanthari Institute of Pharmaceutical EXLR Pharmaceuticals Pvt. Ltd.

Sciences, Kothagudem

Witness Witness

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Date: Date: