CONFIDENTIALITY AGRIEi\IENT

THIS AGREEMENT ("Agreement"), is made and entered into on this 05 Feb 2024 by and
between

Dr. Vinay B.N. in hospital Principal Investigator working in Victoria Hospital, Banglore
Medical College & Rl Bangalore, Karrataka- 560002 Itrdia.

And

Lambda Therapeutic Research Ltd., an Indian Corporation with office at: Lambda house, Plot
No.38, Survey no. 388, Near Silver Oak Club, S. G. Highway. Gota- Ahmedabad - i82481.
Gujarat, India (including its affiliates & subsidiaries).

The parties to this Ageement possess information, data and experience of a secret and
confidential nature ("lnformation"), which both parties are willing to consider disclosing to each
other in connection with their discussiors relating to a potential business relationship (the
"Proposed Relationship").

Any information disclosed in written or other tangible forms shall be considered confidential
subject to the obligations of this Agreement. Information initially disclosed in unwritten or
intangible form and considered by the disclosing party to be confidential must be identified at the
time of disclosure as confidential or reduced to writing (dated and marked "confidential") within
thirty (30) days of the initial disclosure. Notwithstanding anything to the contrary herein, a failure
to mark information "confidential" does not constitute a designation of non-confidentiality, and
any such material fitting the definition of confidentiality shall be treated as confidential under this
agreement.

In order to assure the confidential status ofthe lnformation, which may be disclosed to each other,
the parties agree as follows:

13. Non-Disclosure. Each party will restrict dissemination of Information received from the
other party to only those employees with a need to know and who are directly
involved in evaluating the Proposed Relationship.

2. Restricted Use. Each party may use the Information received from the other party only to
the extent necessary to evaluate, negotiate, and, if applicable, enter into the Proposed
Relationship. No other rights, and particularly licenses to inventions, trade secrets, know-
how, copyrights. patents or other proprietary rights are implied or ganted under this
Agreement.

13. Required Disclosure. Each party may disclose the other's Information to lhe extent
necessary in complying with applicable governrnental laws or regulations (and the
party subject to such required disclosure shall notifi
the party whose Information
must be disclosed in advance and in r+riting ofthe need for such disclosure, so that the
pargr whose information must be disclosed may seek confidential treatment if
feasible).

I No Copies. lnformation supplied in tangible form shall not be reproduced in any fonrr
without prior written permission from the disclosing pany- ln addition, the panies agree
not to decompile, disassemble or reverse engineer any such Informalion.

Dr. Vinay B.N Confi dential Disclosure AgrecmeDt

Vcrsion 1.0.7/Au92019
l ol'.i
Bangalore

A
 5 PropertJ of Disclosins Partv. Ulless otherwise specified in writing- all information as
well as all documelts and rnaterials containing any Infonnation shall remain the property
ofthe disclosing parq,. Upon request ofthe disclosing party, the receiving paff)'agrees to
deliver to the disclosing party all documents and materials containing any Information.

6. Confidentiality. Each parly shall maintain all lnfonnation received from the other party
confidential, protect the sarne from misuse. espionage, loss or lheft and shall not disclose
the information to others except as provided in paragraph I hereof. The parties agree to
maintain disclosed Information in strict confidence subject to the exceptions in Paragraph
8 belorv.

13. Samples. lfsarnples are provided hereunder, the samples, products made there from, and
information obtained from the samples by the receiving parry, shall be deemed to be
Confidential Information subject to this Agreement. The samples and products made
there from may be evaluated for the purpose stated above, but the receiving party shall
not, without prior written consent of the party providing the samples, analyze,
disassemble, sell, show or give the sarnples, products made there from, to the
evaluation results, to any third party for the period specified in this agreement. The
samples and products made there from shall be retumed or disposed ofas specified by
the party providing them.

13. Exceptions. Notwithstanding the other provisions stated herein, the parties shall not be
required to maintain Information confidential ifthe lnformation:

13. Is now, or hereafter, through no act or failure to act on the part of the receiving party,
becomes publicly known or available to the public without breach ofthis Agreement;

b. is known to the receiving party at the time ofdisclosure ofsuch Information, or is

independently developed by the receiving party;

c. is hereafter fumished to the receiving party by a third party that is not subject to a
confidentiality agreement with the disclosing party;

13. is disclosed with the prior written approval of the disclosing party.

9. Non-Compliance. Each party acknowledges that its failure to comply with any of the
terms of this Agreement will irreparably harm the business of the disclosing party, and
that such party will not have an adequate remedy at law in the event of such non-
compliance. Therefore. the parties acknowledge and agee that the disclosing party shall
be entitled to obtain a court order in any court of competent jurisdiction against acts of
non-compliance by the other party ofthis Agreelnent, without the posting ofbond or other
security. in addition liquidated damages and to whatever other remedies it may have. The
prevailing party in an1'aclion to enforce this Agreement shall be entitled to costs and fees
(including attorney's fees and expen witness fees) incurred in connection with such
action.

10. Scverabili ' and M If any provision of this Agreement shall be held or
declaled to be illegal. invalid or unenforceable, such illegal, irwalid or unenforceable
u,
Dr. Vinay 8.N (lonlidential Disclosurc Agreernent
ff*1 l'agc 2 oil
Bangalore Version 1.0.71,7\uy2019 EOAB,{DTqI.|

as
 provision shall not affect any other provision ofthis Agreement. and the remainder ofthis
Agreement shall continue in full force and effect as thougb such provision had not been
contained in this Agreement. Ifthe scope of any provision in this Agreement is tbund to
be too broad to peflnit enforcement of such provision to its full extent. the parties conscnt
to judicial modification of such provision and enforcement to the maximum exlent
permitted by law.

. Term. The foregoing commitments of conhdentiality and, restricted disclosure. and

restricted use shall be three (i) yea$ duration fiom the date of firsl disclosure hereunder
(unless sooner superseded by a binding agreement between the parties with respecl to lhe
Proposed Relationship.)

12. Governing Law. An y dispute between the parlies shall be referred to arbitration to be
conducted under the Rules of lndian Arbitration and Conciliation Act, 1996. as amended
from time to time, which rules are deemed to be incor?orated by reference into this clause.
The parties agree that the arbitration as aforesaid shall be conducted in Ahmedabad. In
the event that the parties are unable to agree on an arbitrator, each ofthem shall nominate
their own arbitrator and the arbitrators shall in tum appoint another arbitrator, such
arbitrator to be the sole arbitrator to determine the dispute. The arbitration shall be
conducted in English language and the substantive law to be applied by the arbitrator in
considering and resolving the dispute referred to arbitration in terms hereof, shall be the
laws of India without giving effect to any choice of law or conflict of law provisions or
rule that would cause the laws of any jurisdiction other than India to be applied.

r3. CounterDarts. This Agreement may be executed in any number of counterparts, each of
which will be deerned to be an original and all of which together shall be deemed to be
one and the same instrument.

We, the undersigned as duly authorized representatives, agree to all terms and conditions stated
above, and by our signatures, place this Agreement into full effect as of the date first written
above.

Investigator Lambda Therapeutic Researcb Ltd.

Signatur€

Name
Signature

Name
MP
Tirle Title

Date Date

AH

.a

Dr. Vinay B.N. Conlidential Disclosure Agreemcnt

Bangalore Version 1.0. Ti Aug/2019