DRAFT AGREEMENT FOR COLLABORATIVE PROJECT

THIS AGREEMENT made and entered into on this ………………… Two

Thousand …………….. amongst the President of India acting through the Scientist-G
dealing with Drugs and Pharmaceuticals Research Programme of Technology Transfer
Division, Department of Science and Technology, Government of India having its office
at Technology Bhavan, New Mehrauli Road, New Delhi – 110016 (hereinafter called
DST which expression shall wherever the context so admits include its successors and
assigns) of the first part.
AND

……………………, a Society registered under Societies Registration Act (No.17 of

1960) represented by………..., having its registered Office at …………………herein
after called IRI which expression shall wherever the context so admits include its
successors and permitted assignees) of the second part.

AND

……………., a company incorporated under the Companies Act 1956 having its
registered office at ………………………….. (hereinafter called ICP which expression
shall wherever the context so admits include its successors, receivers, administrators, and
permitted assigns) of the third part.

WHEREAS IRI is an academic institutions also having Research and Development in

project mode in the field of Science & Technology and other related subjects in particular
pharmaceutical research and has developed, over the years, expertise, facilities and
capabilities in the fields of advanced research projects based on
……………………………………………………………………………………………..

AND WHEREAS ICP is engaged in the R&D manufacture and marketing of a range of
bulk drugs and formulations.

1
AND WHEREAS the DST has initiated a programme for promoting R & D in drugs and
pharmaceuticals sector in the country under its Plan scheme.

AND WHEREAS IRI & ICP have jointly conceived a project entitled "
………………………….” (hereinafter called PROJECT) and have submitted the project
proposal to DST for its support, and funding.

AND WHEREAS DST has agreed to partially fund the PROJECT to the extent stated
herein on the terms and conditions contained hereinafter.

Now, therefore, in consideration of the premises hereinabove, the parties hereto agree as
follows:

CL .1 SCOPE OF THE AGREEMENT

This agreement details the terms and conditions, financial arrangements, modalities of
collaboration, intellectual property rights, responsibilities and obligations of each party
pertaining to the PROJECT.

CL.2 MODALITIES OF COLLABORATION

The respective responsibilities of IRI, ICP & DST shall be as follows:
CL. 2.1 RESPONSIBILITIES OF ICP
ICP shall:
a) provide funds 30 % of the recurring expenditure for the PROJECT to IRI as outlined in
Annexure-I(A) (IRI component) as commitment contribution of ICP for the project
during the ………….years of duration which works out to be Rs ……… lakhs (Rupees.
………………only). In the beginning of the first year after signing of the agreement ,
ICP shall pay Rs. ….lakhs (Rupees ………….only) to IRI as first year contribution and
in the beginning of the second year of the project Rs. ….lakhs (Rupees
……………..only) to IRI as second year contribution In addition ICP shall invest during

2
the said ……… years a total sum of Rs…… lakhs (Rupees …….only) i.e. Rs ….. lakhs
(Rupees ………… only) during the first year, Rs. ……lakhs (Rupees …..lakhs only)
during the second year as outlined in the Annexure I(B) (ICP component).

b) undertake/carry out the activity of the PROJECT as outlined in Annexure-II and

maintain separate account for the PROJECT.

c) Permit the monitoring team appointed by the DST to access to the premises where
their part of the PROJECT activity is being carried out.

CL.2.2 RESPONSIBILITIES OF IRI

IRI shall :
a) undertake the scientific and technological activities of the PROJECT as outlined in
Annexure-II .
b) ensure that the funds of the project are utilised only in accordance with this
agreement. The IRI may not entrust the implementation of the work for which the grant is
being sanctioned to other institutions and to divert the grant receipts as assistance to the
later institution. In case the IRI itself is not in a position to execute or complete the
project it may be required to refund forthwith to the DST the entire amount in aid
received by it. (In exceptional cases this condition may be relaxed by the DST at its
discretion for special and cogent reasons to be recorded for such relaxation.)
c) maintain a separate account operated by Accounts Officer of IRI under the control of
the PROJECT co-ordinator(s).
d) submit a statement of accounts and utilisation certificate of the funds of the PROJECT
to DST
e) permit the monitoring team appointed by the DST to access to the premises where the
part of the PROJECT activity is being carried out.

CL.2.3 RESPONSIBILITIES OF DST

DST shall :

3
a) provide financial support of Rs ……. lakhs ( Rupees …………only) for the
PROJECT as outlined in Annexure-I(A) ( IRI component). In the beginning of the
first year of the project after signing of the Agreement , DST shall pay Rs.
……..lakhs ( Rupees …….only) to IRI as first year contribution after signing of the
agreement and in the beginning of the second year of the project after first year
monitoring of the project to Rs. ……. lakhs (Rupees ……lakhs only) to IRI as
second year contribution .
b) appoint a monitoring committee in consultation with IRI and ICP to periodically
(at least once a year) review and monitor the PROJECT as well as to give the required
direction for timely and effective completion of the PROJECT.

CL.2.4: Annexure I (A), I(B) and II of this agreement shall be deemed to be an integral
part of this Agreement and in case of any conflict between the provisions of this
agreement and that of the Annexures, the provisions of this Agreement shall prevail over
the provisions of Annexures I(A), I(B) and II.

CL.3 FINANCIAL ARRANGEMENTS

CL.3.1 In consideration of the work to be carried out for the PROJECT at IRI and ICP
the schedule of funding for the PROJECT will be shared between ICP & DST as in
Annexure-I(A). The first instalment of contribution will be released by DST for Rs.
……..lakhs ( Rupees ……….only) and by ICP for Rs. ……lakhs (Rupees
………….only) to IRI after signing of the Agreement. The second instalment of
contribution will be released by DST for Rs…….. lakhs (Rupees ……lakhs only) and
by ICP for Rs. ……lakhs (Rupees ………..only) to IRI after the monitoring of the
project by the team appointed by DST at the completion of one year of project duration.
The directions of the Monitoring Committee should be honoured by ICP/IRI.

CL. 3.2 After completion of the PROJECT the capital assets acquired during the
tenure of the PROJECT shall be shared between ICP and DST in the ratio of their capital
investments made.

4
CL.4. DURATION OF THE PROJECT
The PROJECT duration will be initially for two years from the date of issue of sanction
order for release of funds by DST after the agreement is signed by the concerned parties
and need for its extension, if any will be reviewed by mutual agreement between the
parties. However, it would be the endeavour of all parties to complete the PROJECT
within the stipulated period. In case the parties feel that it is desirable to undertake further
research commitment the parties will execute a supplementary agreement laying down
the terms, conditions and financial arrangements of such further research work and
sharing of the intellectual property right generated by further work.

CL 5. COMPLETION
The PROJECT envisaged shall be deemed to have been successfully completed, as
assessed by Monitoring Committee. In case, during the tenure of the PROJECT it is
found that the PROJECT is not likely to lead to successful completion, all the parties
hereto can jointly decide to abandon the PROJECT prematurely. In case of premature
abandonment of the project, the unutilised project money and assets created from the
project money should be returned to the party which has given the grant on prorata basis.

CL. 6 RESULTS OF THE PROJECT

CL.6.1 It is the responsibility of IRI & ICP to protect any intellectual property rights
(IPRs) that may result from the PROJECT and utilize the IPR or license these to other
parties as per mutually agreed terms and conditions. The DST shall monitor a fair and
equitable sharing and utilisation of IPRs.

CL. 6.2 The intellectual property generated in the PROJECT shall be owned by IRI &
ICP jointly in the ratio of the investment made by IRI and DST on one hand and the ICP
on the other. The income/royalty thus obtained shall be shared by IRI/ DST & ICP on
that ratio. The IRI and DST will share the money thus received in the ratio of 75:25, i.e.
75% to IRI and 25% to DST.

5
CL 6.3 ICP shall have the first option to commercialize/use the intellectual property
generated in the PROJECT. In such an event ICP will inform IRI/DST in writing within
one year from the completion of the PROJECT about their willingness to exploit the
intellectual property commercially. Subject to the provisions of Clause 6.8, the ICP shall
have right to commercialise to exclusivity till the expiry of patent life from the date of
commercialisation. The rate of royalty payable by the ICP to IRI shall be …… of
the net sales value of product (exclusive of duties and taxes) for the period of
validity of IPR. The IRI and DST shall share the money received from the royalty in the
ratio of 75:25 i.e. 75% to IRI and 25% to DST, ICP will however not pay any royalty on
the trial production/initial commercialisation of the IPRs not used for sale. The term trial
production will mean production carried out by ICP based on technology developed
under the project for carrying out necessary experiments/trials for seeking permission
from regulatory agencies such as Drug Controller General of India.

CL. 6.4 In the event ICP are unwilling to commercialise the intellectual property
or having exercised the option fails to commercialise within 24 months or as agreed upon
between ICP and IRI/DST after giving their option or in the event of the period of
exclusivity as defined in CL.6.3 is over, IRI will in consultation with DST and ICP
license the intellectual property to other interested parties on executing a separate
agreement with them. The income/royalty thus obtained shall be shared amongst IRI ,
DST and ICP on mutually decided terms as mentioned in the CL 6.2 and 6.3.

CL. 6.5 The procedural formalities for securing and maintaining the intellectual
property rights/patents, if any, in India shall be the responsibility of ICP and the
expenditure incurred thereon shall be borne by ICP. The question of whether or not IPRs
should be secured and the territory shall be decided by IRI and ICP depending upon the
commercial and economic utility of the know-how.

CL.6.6 None of the parties hereto shall file any exclusive claim for seeking the
IPRs in its own name or in the name of its associates on the pleas of having effected any
improvement/modifications upon the intellectual property generated in the PROJECT.

6
CL. 6.7 The parties hereto shall consult each other for any publication in respect of
the PROJECT. These publications shall be in the names of research workers, wherein it
will be duly acknowledged that the work had been carried out under the collaborative
programme between the parties under support from DST and ICP.

CL. 6.8 In case ICP is unable to manufacture the product in sufficient quantity to
meet the market demand, despite a written notice of one month to ICP from the IRI or
DST, IRI may in consultation with ICP (which shall not be withheld by ICP beyond 30
days) and concurrence of DST grant license to a third party for commercial
manufacturing of the product. In such case, the license fee shall be shared by IRI and
ICP in the ratio of their share in the intellectual property rights as mentioned in CL 6.2.
DST share shall be 25% of the share received by IRI.

CL.7 CONFIDENTIALITY
During the tenure of the Agreement and during such extended period/s as agreed upon,
after five years from the successful commercialisation of the PROJECT, which ever is
later, IRI, ICP and DST undertake on their behalf and on behalf of their
employees/representatives/associates to maintain strict confidentiality and prevent
disclosure thereof, of all or any part of the information and data exchanged/generated
pertaining to the PROJECT under this Agreement for any purpose other than in
accordance with this Agreement or prior written consent of all the three parties to the
Agreement.

CL.8 EFFECTIVE DATE, DURATION, TERMINATION OF THE

AGREEMENT
CL. 8.1 The Agreement shall be effective from the date of signing and shall
remain in force for a period of 12 years from the said date.

CL. 8.2 During the tenure of the Agreement, parties hereto can terminate the
Agreement either for breach of any of the terms and conditions of this Agreement or

7
otherwise by giving a three months notice in writing to the defaulting party. Failure of
either party to terminate the Agreement on account of breach or default by the other shall
not constitute a waiver of that party’s right to terminate this Agreement.
CL. 8.3 In the event of termination of the Agreement vide CL. 8.2 the rights and
obligations of the parties thereto shall be settled by mutual discussions. In case the parties
fail to reach on a mutual settlement within a period of 3 months, the matter shall be
referred for decision to the Chairman, Expert Committee under the Drugs &
Pharmaceuticals Research Programme of DST. The decision of the Chairman shall be
final and binding on the parties. The financial settlement shall take into consideration not
only the expenditure incurred but also the expenditure committed by the parties hereto.

CL.8.4 Clause 7 of this Agreement as also the agreement arrived at between the
parties hereto for the utilisation of the intellectual property shall survive the termination
of the Agreement.

CL. 9 FORCE MAJEURE

Neither party shall be held responsible for non-fulfilment of their respective obligations
under this Agreement due to the exigency of one or more of the force majeure events
such as but not limited to acts of God, War, Flood, Earthquakes, Strikes not confined to
the premises of the party, Lockouts beyond the control of the party claiming force
majeure, Epidemics, Riots, Civil Commotions and/or provided on the occurrence and
cessation of any such event the party affected thereby shall give a notice in writing to the
other party within one month of such occurrence or cessation. If the force majeure
conditions continue beyond six months, the parties shall jointly decide about the future
course of action.

CL.10 NOTICES
CL. 10.1 All notices and other communications required to be served on parties
under the terms of this agreement, shall be considered to be duly served if the same shall
have been delivered to or posted by registered mail to :
In case of DST: Secretary,

8
 Department of Science & Technology,
Ministry of Science & Technology,
Technology Bhawan,
New Mehrauli Road ,
New Delhi - 110016
In case of IRI:

In case of ICP:

CL. 10.2 Any party may by notice in writing to the other parties change the
addresses and/or address to which such notices are to be delivered or mailed. All notices
or communications given by Telefax, Telex or Telegram shall be confirmed by sending
of copy of the same by registered post in an envelope properly addressed to the
Addressee at the above address.

CL.11 No amendment or modification of this Agreement shall be valid unless the same
is made in writing by all the parties or their authorised representatives and specifically
stating the same to be an amendment of this agreement. The modifications/changes shall
be effective from the date on which they are made/executed unless otherwise agreed to.

CL.12 ASSIGNMENT OF THE AGREEMENT

The rights and/or liabilities arising to any party to this Agreement shall not be assigned
except with the written consent of the other parties and subject to such terms and
conditions as may be mutually agreed upon.

CL.13 ARBITRATION
Except as hereinbefore provided, any dispute arising out of this Agreement or relating to
its interpretation, the same shall be referred to the arbitration by the Arbitral Tribunal
consisting of one arbitrator to be appointed by each party to the Agreement and the
decision of such arbitrators shall be final and binding on all the parties. The venue of
arbitration shall be at such place as may be fixed by such arbitrators and the arbitration

9
proceedings shall take place under the Arbitration and Conciliation Act, 1996 and any
modification or re-enactment thereof.

10
SEAL OF THE PARTIES
In witness whereof the parties hereto have caused their duly authorised representative to
execute and sign this Agreement on the day, month and year mentioned herein before.
Parties
For & on behalf of For & on behalf of (IRI)
PRESIDENT OF INDIA

Signature Signature
Name Name
Designation Designation

SEAL SEAL

The common seal of -------------------------------------. has been herein to affixed pursuant

to a Resolution passed by the Board of the Directors at their meeting held
on………………… (Date) in the presence of
Mr…………………………………………………..… (Name of Director 1) and
Mr…………………………………………………………..….. (Name of Director 2) two
of the Directors of the said company and ……………………………………………who
has affixed the signature hereto.

For and on behalf of

Signature
Name
Designation
Seal
Witness : (Name and address)
(1) ……………….
(2) …………………
Date

11
 Annexure - I(A)
Financial Requirements
(IRI Component - )

12
 Annexure - I(B)
Financial Requirements
ICP Component :

13
 Annexure - II
( a) TITLE OF THE PROJECT :

( b ) OBJECTIVES :

( c ) Project duration with milestones of phases

Sl. No. Milestone Duration Place of work

14
( d ) DETAILS OF PARTNERSHIP

SCIENCE AND TECHNOLOGY: As indicated in the milestones of phases

FINANCIAL: As indicated in this agreement

INTELLECTUAL PROPERTY : As indicated in this agreement

( e ) PROJECT SIGNIFICANCE :

*****

15