MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (“MOU”) for CLINICAL SERVICES is

executed at Bangalore on ………….. day of …………….. 2023

ClearMedi Radiant Hospital, a company incorporated under Companies Act 2013 with
CIN: _________________________ and presently having its registered office at
________________________________________, represented by
__________________________, _______________ and Authorized Signatory of the
company (Hereinafter referred to as “CLEARMEDI RADIANT HOSPITAL”, which
expression shall unless repugnant to the context or contrary to the meaning thereof, be
deemed to mean and include its successors and assigns) of the FIRST PART
AND

OncoTrans Solutions Pvt. Ltd., d/b/a Chiron, a company incorporated under the
Companies Act, 2013, with CIN U85100KA2019PTC124904 currently having its registered
office at D-202, Chartered Beverly Hills, Off Kanakapura Road, Gubbalala, Uttarahalli,
Bengaluru, Karnataka, India, 560061, represented by Dr. Raj Badavath, Chief Operating
Officer, (Hereinafter referred to as “CHIRON”, which expression unless repugnant to the
context shall mean and include its successors, administrators and permitted assigns) of the
SECOND PART;
First Party and Second Party may be hereinafter individually referred to as 'Party' and
collectively as 'Parties'

WHEREAS

ClearMedi Radiant Hospital is established with a vision to operate & manage high-end
healthcare facilities in Mysore, combining state of the art infrastructure with experienced
healthcare and management professionals and cutting edge technology. It is currently
operating a Hospital at _____________________________________________________,
Mysore, under the name and style of “ClearMedi Radiant Hospital” (Hereinafter referred to
as “Hospital”, which expression unless repugnant to the context shall mean and include its
successors, administrators and permitted assigns).

OncoTrans Solutions Private Limited d/b/a Chiron has the team of doctors, healthcare
professionals and administrators which provide treatment for hematologic disorders and for
bone marrow/stem cell transplants.

AND WHEREAS M/s OTS, has through their representatives approached M/s
CLEARMEDI RADIANT HOSPITAL that they have the requisite experience, competence
and expertise to provide treatment for hematologic disorders and for bone marrow/stem cell
transplants by creating a Department of Hematology and Stem Cell Department, hereinafter
referred to as ‘Hematology-SCT Department or Department’. Relying on the above
assurances, representations and solicitations of the representatives of OTS, CLEARMEDI
RADIANT HOSPITAL has identified OTS as suitable to perform treatment for hematologic
disorders and for bone marrow/stem cell transplants.

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CLEARMEDI RADIANT HOSPITAL is desirous of entering into an agreement with OTS
for setting up a Department of Hematology and Stem Cell Transplantation (SCT) in its
premises situated at ____________________________________________, Mysore. The
Consultants /Specialists in this field deputed by OncoTrans Solutions would enable
successful operation of this department on the terms and conditions as contained in this
Agreement.

On the commissioning of more clinics or hospitals by CLEARMEDI HOSPITAL in the

future, CHIRON could create additional, appropriate Departments in such hospitals, based on
the mutual agreements of both parties.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND

PROMISES HEREIN CONTAINED, IT IS HEREBY AGREED FOR MUTUAL
BENEFIT BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. SCOPE OF SERVICES
 Setting up a Department of Hematology and Stem Cell Transplantation (SCT)
in the current premises of CLEARMEDI HOSPITAL, at Mysore as mentioned
above.
 Perform treatment for hematologic disorders and for bone marrow/stem cell
transplants in that Facility.

2. OBLIGATIONS OF CLEARMEDI HOSPITAL

2.1 Medical Infrastructure and Facility
CLEARMEDI HOSPITAL shall provide at its cost, all basic and supporting medical
infrastructure, furniture, information technology (IT) devices and other facilities for
the Outpatient Department (OPD), Inpatient wards, Stem Cell Transplant Unit, Blood
Bank and Stem Cell Collection and Storage, as deemed necessary by CHIRON for
its clinical services, during the initial setting up of the department.

2.2 Biomedical equipment, pharmaceuticals, consumables and laboratory services

CLEARMEDI HOSPITAL will stock appropriate quantities and brands of
biomedical equipment, drugs and consumables in its Pharmacy as deemed necessary
by CHIRON. CLEARMEDI HOSPITAL will maintain appropriate Quality Control
of its laboratory and will sign and maintain outsourcing contracts with external
laboratories, as deemed necessary by CHIRON.

2.3 Supporting services

CLEARMEDI HOSPITAL, at its cost, will provide the following services, billing,
housekeeping, Facility maintenance, biomedical device maintenance, electricity,
water supply and waste management.

2.4 Clinical and administrative coordination

CLEARMEDI HOSPITAL will ensure appropriate coordination and support by its
various clinical, non-clinical and administrative departments and the CHIRON team.

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2.5 Integration of the CLEARMEDI Hospital Information Service (HIS)/Electronic
Medical Record (EMR) with the CHIRON EMR platform
CLEARMEDI HOSPITAL will support the integration of the Hospital Information
Service (HIS)/Electronic Medical Record (EMR) with the CHIRON EMR platform

2.6 Business Development

CLEARMEDI HOSPITAL, at its own cost, will undertake appropriate business
development activities, including, but not restricted to, sales, branding, digital
marketing, as deemed necessary by the strategy developed by CHIRON.

2.7 Statutory & other approvals

All sanctions, approvals, permissions, licenses and other requirements of the
Government of India, Government of the State of Karnataka and/or any other
statutory, legal, regulatory, or other authority required for CLEARMEDI HOSPITAL
to provide medical services and for giving effect to the terms and conditions of this
Agreement, shall be obtained and maintained at all relevant times by CLEARMEDI
HOSPITAL at its cost. Chiron will provide all the inputs and guidance in this matter.

2.8 CLEARMEDI HOSPITAL and CHIRON will create mutually agreed upon Schedule
of Charges (SOC). These could be amended with mutual agreement based on the
prevailing financial conditions in the future.

2.9 Maintaining books of account

CLEARMEDI HOSPITAL shall keep true and accurate books of accounts and
relevant records (together the “Books of Accounts”) in accordance with the
applicable accounting standards and practices in vogue in India and as consistently
applied, so as to compute accurately the amounts due to CHIRON as envisaged in
this Agreement. All such Books of Accounts (and any supporting documents relating
thereto) shall be kept at the hospital and preserved until the expiry of 5 years after
expiry or termination of the Agreement. If required by CHIRON, CLEARMEDI
HOSPITAL shall make available such Books of Accounts or certified copies, on such
times and places as may be specified by CHIRON.

3. OBLIGATIONS OF CHIRON
3.1 Specialty Team
 CHIRON, at its own cost, will employ trained doctors and nurses for the care of
patients.
 The nurse-to-patient ratio will be as per international norms or as laid down by the
Hospital in its policies or procedures, as amended from time to time.

 CHIRON shall conduct training of its team which will be deputed at the Hospital. The
proof of such training will be submitted to Human Resources (HR) department of the
Hospital. CHIRON shall assist the Chief Nursing Officer of CLEARMEDI
HOSPITAL for nursing training, audits or on any other subject or matter which is
required to maintain the highest safety standards.

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 CHIRON team will perform their clinical and administrative duties for the
Department as per the needs of the patients and as mandated by statutory regulations
of India.

 None of the doctors / consultants appointed by CHIRON at CLEARMEDI RADIANT

HOSPITAL shall not work at any other place without written permission from
CLEARMEDI RADIANT HOSPITAL.

 CHIRON, at its own cost, will provide training for stem cell apheresis,
cryopreservation or on any other matter related to the Blood Bank department,
laboratory or other collaborating Departments of CLEARMEDI HOSPITAL.

 CHIRON team will collaborate with the CLEARMEDI HOSPITAL Business

Development team to achieve mutually agreed upon business goals.
 CLEARMEDI RADIANT will not employ doctors/ other staff in Haematology and
Bone Marrow Transplant Department without written permission from CHIRON

3.2 Quality Management

 CHIRON Quality Manager having special knowledge, skill and possessing relevant
certifications shall work in sync with the CLEARMEDI HOSPITAL Quality
Department
 CLEARMEDI RADIANT is responsible for adequate infrastructure, equioment,
facilities and processes as determined by CHIRON including integrating the BMTPlus
EMR software
 CHIRON shall provide and maintain the highest level of care to the patients both on
OPD and admission basis.
 CHIRON shall help the hospital to develop the following processes/protocols for
effective patient care in the Hematology-SCT Department, as per international
guidelines

• Transplantation protocols
• Chemotherapy protocols
• Blood Bank protocols
• Nursing protocols
• Housekeeping protocols
• Policies for liaison with other Departments (Accident and
Emergency, Intensive Care, Dietetics, Physiotherapy, etc)
• Stem cell harvest and cryopreservation
• Policy for Infectious Diseases

 CHIRON shall guide and collaborate with the CLEARMEDI Quality

Department or any other department as may be required with such
responsibility or work, to implement standards as per relevant national and
international guidelines.

 However, CHIRON and CLEARMEDI RADIANT are committed to creating

a department which will strive to reach international standards of patient

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 outcomes as CHIRON will submit and discuss the clinical outcomes and the
quality improvement plan in quarterly meetings with the hospital Quality
Department. Both the parties will take appropriate actions to achieve clinical
outcomes of international standard.

4. ADMINISTRATIVE CO-ORDINATION

4.1 Each of the Parties shall nominate one representative who shall be the employee of
the respective Party, for the day-to-day administrative co-ordination between
CHIRON and CLEARMEDI HOSPITAL arising out of this Agreement.

5. COBRANDING
 The Department will be cobranded as a CHIRON and CLEARMEDI
HOSPITAL facility.
 This cobranding will be used in designs, logos, stationery, communication,
marketing collaterals and markings used in connection with the research,
development, promotion, marketing and sale of Product or services.
 Neither Party shall be entitled to use this brand in any other manner
whatsoever unless specifically approved by the Party in writing.
 Both Parties will respect each other’s Trademarks and copyrights.

6. MEDICOLEGAL RESPONSIBILITY
Due to the joint and collaborative nature of the clinical service, both Parties assume
equal and joint medicolegal responsibility.

7. FINANCIAL CHARGES

 CLEARMEDI RADIANT HOSPITAL shall use Hospital Information System (HIS)

for raising bills on patients and make payments to CHIRON by the 10 th of the
subsequent month.
 CLEARMEDI HOSPITAL shall provide to CHIRON the monthly details of the Net
Revenue before the 5th date of the following month.
 CHIRON shall raise monthly invoices towards CLEARMEDI HOSPITAL on
mutually agreed upon terms.
 The amount payable to CHIRON by CLEARMEDI HOSPITAL shall be settled on a
monthly basis within 30 working days upon the receipt of invoice after deducting
applicable taxes.
 A delay in payment by CLEARMEDI HOSPITAL to CHIRON of over 60 days from
the last date of payment (10th working day of the following month) will attract an
additional interest of 18% per annum.
 The bills shall be considered realized when they are 100% paid and closed in the
accounting system and HIS.
 CHIRON shall have no authority to directly collect any amount from patients, patient
relatives or partnering laboratories, through cheque/cash or by any other mode of
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 electronic media etc. unless otherwise there is prior agreement between the parties in
writing.

CONSIDERATION
Definitions:

 Gross revenue: revenue shall mean, the total amount generated by the
Haematology/Stem Cell Transplant Department from OPD, IPD, including
that from laboratory services, drugs and consumables.
 Net revenue = Gross revenue – Discount

Service charge

CLEARMEDI RADIANT HOSPITAL shall allocate the service charge to

CHIRON as prescribed below:

 Performance of the department would be reviewed every quarter. The revenue sharing
is subject to revision based on actual performance of the department and mutual
understanding.

5 EXCLUSIVITY

 CLEARMEDI RADIANT HOSPITAL shall not enter into any similar arrangements
for the specialty of hematology and bone marrow/stem cell transplants with another
third party, such as doctors, nurses or Organization, within Mysore without the
written consent of CHIRON except when the equipment / facility is running at its
maximum specified capacity.
 Similarly, CHIRON shall not enter into any contract/agreement/Understanding of
whatsoever nature with any other party except with the written consent of
CLEARMEDI RADIANT HOSPITAL, within Mysore region, except when the
Equipment / facility is running at its maximum specified capacit.

6 REPRESENTATIONS, WARRANTIES AND COVENANTS

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  This Agreement constitutes the entire agreement between the Parties in
relation to provisioning of the services listed hereinabove.

 The representations and warranties of the parties in this Agreement shall be

true and correct in all material respects

 The CLEARMEDI RADIANT HOSPITAL represents that CLEARMEDI

RADIANT HOSPITAL is sufficiently entitled to start a Department of
Hematology and Stem Cell Transplantation (SCT) Centre in the hospital
premises

 The CHIRON represents that, CHIRON has the requisite experience,

competence and expertise to provide treatment for and hematologic disorders
and for bone marrow/stem cell transplants.

 The Parties represent and warrant that they are competent and have the
necessary authority to enter into this Agreement.

7 EVENT OF DEFAULT

In case of event of default as defined in the clause below, the aggrieved party may
service notice to the defaulting party indicating the default and loss suffered in relation to
such default. In case such default is not cured within the cure period of 30 days from the
date of such notice, the aggrieved party shall have right to terminate the contract or to
charge damage from the defaulting party or both.

 On passing of effective resolution to wind up the Company or if a liquidator is

otherwise appointed.
 Upon the expiry of cure period where the defaulting party has failed or
omitted to remedy the default
 If either Party defaults in the performance of any provision(s) or obligation(s)
of this Agreement.

8 TERM AND TERMINATION

Term
 This Agreement shall come into full force and effect on the Agreement Date and
shall continue for a period of 5 years (FIVE YEARS) with a lock-in period of 3
years.
 Both the parties shall mutually review the progress and in case any changes are to
be made in the Agreement, the terms upon which the arrangement can be
continued and further extended or modified shall be mutually decided between the
Parties.

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 Termination
This agreement cannot be terminated during the lock-in period i.e. 3 (THREE) years by
either party, except in case of Material breach, after a 90 day notice period.

Grounds of Material Breach

Being involved in unethical practices, malpractices and gross negligence including but
not limited to:
 Conflicts of interest
 Gross errors or omissions resulting in bad image for either Party
 Misappropriation of client / patient funds
 If either Party defaults in the performance of any of the Service Levels as defined
in this Agreement.
 On being engaged in any activity which is in contravention with the applicable
national and state laws, rules and regulations applicable to this Agreement as per
the Indian Laws.
 On breaching exclusivity as defined in this Agreement.
 On being engaged in any activity which is in contravention with the policies,
procedures, and standards of either Party.
 Breach of confidentiality of the agreement and disclosure of any material
information about the hospital, except where required by law.
 Convicted by any court of law for negligence / malpractices

Consequences of Material Breach

On being involved in any of the activities specified above, shall entitle the offended Party to
give notice to the offending Party, specifying the nature of default and to terminate the
agreement from immediate effect. In such cases, the offended Party also reserves the right to
get appropriate compensation which can be calculated on the basis of loss suffered by the
hospital.

9 INDEPENDENT CONTRACTORS
None of the provisions of this Agreement is intended to create, nor shall be deemed or
construed to create, any relationship between the parties hereto other than that of
independent entities contracting with each other hereunder solely for the purpose of
effecting the provisions of this Agreement. Neither this Agreement nor the fulfillment of
any of the obligations of either Party, hereunder shall be deemed to create any
partnership, joint venture, legal association, or other operating relationship between the
parties other than as independent contractors.

10 AMENDMENT

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 Any amendment or modification of this Agreement or additional obligation assumed
by either Party in connection with this Agreement shall only be binding if evidenced
in writing signed by each Party or an authorized representative of each Party.

11 WAIVER

No failure or delay by any Party in exercising any right, power or remedy under this
Agreement shall operate as a waiver thereof. No single or partial exercise of any right,
power or remedy under this Agreement by any Party shall preclude any further
exercise thereof or the exercise of any other right, power or remedy by that Party.
Without limiting the foregoing, no waiver by any Party of any breach by any other
Party of any provision hereof shall be deemed to be a waiver of any subsequent
breach of that or any other provision hereof.

12 PROPRIETARY RIGHTS

CLEARMEDI HOSPITAL acknowledges and agrees that, with respect to the

Hematology-SCT Department, all know-how, documents, reports, plans, proposals,
marketing and sales plans, client lists, client files, research outcomes trade secrets
and any materials or Intellectual Property (as defined below) made or developed by
the CHIRON or by any other Company/entity/individual/corporation on behalf of
CHIRON (collectively, “Proprietary Information”) are the property of the CHIRON
and shall not be used by CLEARMEDI RADIANT HOSPITAL in any way unless
specifically approved by CHIRON in writing.

Similarly, CHIRON acknowledges and agrees that, with respect to the other
Departments of CLEARMEDI RADIANT HOSPITAL, except the Hematology-SCT
Department, all know-how, documents, reports, plans, proposals, marketing and sales
plans, client lists, client files, research outcomes trade secrets and any materials or
Intellectual Property (as defined below) made or developed by the CLEARMEDI
HOSPITAL or by any other Company/entity/individual/corporation on behalf of
CLEARMEDI HOSPITAL (collectively, “Proprietary Information”) are the property
of the CLEARMEDI HOSPITAL and shall not be used by CHIRON in any way
unless specifically approved by CLEARMEDI HOSPITAL in writing.

For the purposes of this Agreement, “Intellectual Property” shall mean all domestic
and foreign patents, patent applications, trademarks, service marks and other indicia
of origin, trademark and service mark registrations and applications for registrations
thereof, copyrights, copyright registrations and applications for registration thereof,
Internet domain names and universal resource locators, trade secrets, inventions
(whether or not patentable), invention disclosures, moral and economic rights of
authors and inventors (however denominated), technical data, client lists, corporate
and business names, trade names, trade dress, brand names, know-how, show-how,
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 mask works, formulae, methods (whether or not patentable), designs, processes,
procedures, technology, source codes, object codes, computer software Departments,
databases, data collectors and other proprietary information or material of any type,
whether written or unwritten (and all goodwill associated with, and all derivatives,
improvements and refinements of, any of the foregoing).”

13 CONFIDENTIAL RELATIONSHIP

For the purposes of this Agreement, “Confidential Information” shall mean all
written and/or tangible information disclosed by a Party ( “Holder”) to the receiving
Party (“Recipient”) which is confidential, proprietary and/or not generally available
to the public, including, but not limited to, information relating in whole or part to
present and future products, services, business plans and strategies, marketing ideas
and concepts, present and future product plans, financial data, and business plans.
Notwithstanding the foregoing, information shall not be deemed to be Confidential
Information and the Recipient shall have no obligation with respect to any such
information, which -

 is already known to the Recipient; or

 is or becomes publicly known through no negligence or other wrongful act of
the Recipient, or
 is received by the Recipient from a Third Party without similar restrictions and
without breach of this Agreement, or
 is independently developed by the Recipient.

14 ENTIRE AGREEMENT

This Agreement shall become valid and legally binding between the Parties from
the effective date.

15 FAMILIARITY WITH CONDITIONS

The parties have mutually come to an understanding whereby the CLEARMEDI

RADIANT HOSPITAL has agreed to permit CHIRON to setup the Department of
Hematology and Stem Cell Transplantation (SCT) and to provide services to the
patients. Both the parties have mutually agreed upon the conditions as laid down in
this Agreement.

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16 ASSIGNMENT

Save as otherwise provided in this Agreement, no Party can assign and Transfer any
of its rights under this Agreement in whole or in part without the written consent of
the other Party.

17 NOTICES

 All notices and correspondences to be given to a Party under or arising out of

this Agreement, shall be given as provided below in this Clause through
electronic mail, facsimile, registered post or through courier.

If addressed to ONCOTRANS SOLUTIONS/CHIRON:

ONCOTRANS SOLUTIONS,
D-202, Chartered Beverly Hills,
Off Kanakapura Road, Gubbalala, Uttarahalli,
Bengaluru, Karnataka, India, 560061

If addressed to CLEARMEDI RADIANT HOSPITAL:

______________________________
______________________________
______________________________

18 COMPLIANCE WITH LAW

The Parties agree to conduct all transactions and projects contemplated by this
Agreement in compliance with all applicable Indian laws. In particular, each Party
agrees not to engage in any activity which is in contravention with all the applicable
federal and state laws, rules and regulations applicable to this Agreement as per the
Indian Laws.

19 CODE OF CONDUCT

 The Parties shall conduct their respective business affairs under this
Agreement in an ethical manner and in accordance with the principles, mutual
policies and procedures as laid down and amended time to time.

20 ARBITRATION

 The binding clauses of this Agreement will be governed by and shall be

construed in accordance with the laws of India.

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  In the event of a dispute between the Parties in relation to this Agreement, and
the absence of an amicable resolution to this dispute within thirty (30) days
from either Party notifying the other Party of the dispute, either Party to this
Agreement may submit the dispute to arbitration under the Arbitration and
Conciliation Act, 1996 Rules of Indian Council of Arbitration.

 The tribunal will consist of one arbitrator.

 The seat of arbitration will be at Bangalore.

 The language of the arbitration will be English

 Any judgment rendered by the arbitrator shall be final and binding upon the
Parties.

21 GOVERNING LAW JURISDISCTION

Courts in Bangalore shall alone have jurisdiction to entertain and try proceedings
before pending or during Arbitration.

22 INDEMNITY

 Both Parties agree to indemnify and hold harmless each other’s officers and
directors, employees and its affiliates and their respective successors and
assigns and each other person, if any, who controls any thereof, against any
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, IPR, Trade Mark, Patents, suffered or incurred or as may be
suffered or incurred by the either party consequent upon the use of equipment
as per specification prescribed by, arising out of or based upon any false
representation or warranty or breach or failure by either Party to comply with
any covenant or agreement made by both Parties herein or in any other
document furnished by the above to any of the foregoing in connection with
this transaction.

23 INSURANCE

 CHIRON shall ensure to obtain professional indemnity policy cover for its
doctors with hospital’s name endorsed on it. The sum insured of the policy
shall be as follows.

The following sum insured of the policy is subject to change from time to time
as per satisfaction of the hospital.

Particulars Minimum Sum Insured

Head of Department(HOD)/Sr. Consultant or Rs. 1 Crores

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 any other similar position
Consultant/Associate Consultant or any
Rs. 50 lakhs
other similar position

24 SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or
unenforceable in whole or in part, all other provisions will nevertheless continue to be
valid and enforceable with the invalid or unenforceable parts severed from the
remainder of this Agreement.

25 FORCE MAJEURE

Notwithstanding anything to the contrary contained in this Agreement, it is hereby

expressly agreed between the Parties that no relief shall be granted to any Party under
this Agreement for, or on account of, Force Majeure.

26 DECLARATION:

CHIRON and CLEARMEDI HOSPITAL hereby agree and undertake that for the
purpose of providing the services as contemplated herein, they shall not do or
cause to be done anything which will be or is inconsistent with the objects of the
other Party.

For & On behalf of

CLEARMEDI HOSPITAL

(AUTHORISED SIGNATORY)

For & On behalf of

ONCOTRANS SOLUTIONS PVT LTD

RAJ BADAVATH
Chief Operating Officer

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