,MEMORANDUM OF UNDERSTANDING

BETWEEN

Delhi Pharmaceutical Sciences & Research University (DPSRU), established under Act 07
of 2008, Govt. of NCT of Delhi, having its location at Mehrauli-Badarpur Road, Pushp Vihar
Sector-3, New Delhi 110017, India, involved in providing quality pharmaceutical and other
allied health sciences and management education and research here in after called “DPSRU” of
the FIRST PART.

AND

National Institute of Tuberculosis and Respiratory Disease, (here in after NITRD), an autonomous
Institute under the Ministry of Health & Family Welfare, Govt. Of India, registered as a society under
the societies Registration Act, 1860(XXI), located at Sri Aurobindo Marg, New Delhi-110030,
represented through its Director, PARTY OF THE SECOND PART

WHEREAS the FIRST PART, the first university of India dedicated to Pharmaceutical Sciences
and Allied Medical Sciences, with its constituent college, Delhi Institute of Pharmaceutical
Sciences and Research (DIPSAR), a premier educational institution of national importance
engaged in teaching and research in Pharmaceutical, Physiotherapy other Allied sciences like
Medical Laboratory Technology, Hospital Administration, Public Health, Community
Healthcare Sports Pharmacy & Genomics Sciences. The University collaborates with various
hospitals and research Universities and Research Institutions in India and abroad.

AND

WHEREAS the SECOND PART is instrumental in coordination and implementation of

various national and state health programmes wish to have a tie up with DPSRU. Now this
Agreement witnesses the following to establish collaboration between NITRD and DPSRU for
support and advancement of academic tie up for the purpose of training and posting for the
students of Pharmacy, Physiotherapy (BPT/MPT/Ph.D), Allied health and management courses
like DMLT, BMLT, B.Sc. (Hons.) Biomedical Science, MPH, MBA-HHM, MBA-PM and to
enter into this MoU for promoting research and training related activities in DPSRU.
 SCOPE OF MEMORANDUM OF UNDERSTANDING:

1. SUPPORT TO PHARMACY, PHYSIOTHERAPY COURSE ( BPT 3rd Year,4th

Year , MPT) and ALLIED HEALTH SCIENCES AND MANAGEMENT LIKE
MPH, MBA-HHM, MBA-PM, DMLT & BMLT Final Year, B.Sc. (Hons.)
Biomedical Science, Ph.D.

WHEREAS, the DPSRU has approached the NITRD with the request to provide for clinical based
posting for the purpose of training and posting for the students of Physiotherapy (BPT/MPT/Ph.D.)
Allied health courses like (DMLT, BMLT, B.Sc. (Hons.) Biomedical Science, MPH, MBA-HHM,
MBA-PM) and Pharmacy on regular basis and the Second Party has agreed to provide for the use of its
best possible facilities under its arena.

And whereas the NITRD has assured the DPSRU and represented that it can extend its’ ‘necessary help’
to provide the platform for promoting best health care delivery in Delhi including facilities required of
all sorts of Training. The scope of Physiotherapy training shall include but not be limited to IPD, OPD,
domiciliary, and community services being rendered by the NITRD from its present location. The scope
of Medical Laboratory training shall include posting/training in different departments like Clinical
Biochemistry, Microbiology, Pathology/Histopathology, Haematology laboratories but not be limited to
OPD and other community services being rendered by the NITRD from its present location.

And whereas both the Parties have agreed to enter into an MOU on the following terms and conditions:-

1.1. The period of this agreement to be signed shall be for 5 years from the date of signing of this MOU;

1.2. Five (05) students will be assigned for the clinical postings/observership/clinical training/Internship
from each courses (or as applicable) from the university on rotatory basis.

1.3. The supervisor from DPSRU accompanying the students Posted at NITRD will maintain a record of
the attendance of the student and get it countersigned by the consultant of NITRD under whose
supervision the student worked.

1.4. The parties agree to work together for the development and delivery of training Program for the
students of Pharmacy, Physiotherapy (UG/PG/Ph.D), Allied Health and Management courses
DMLT, BMLT, B.Sc. (Hons.) Biomedical Science, MPH, MBA-HHM (Healthcare and
Hospital Management) , MBA-PM (Pharmaceutical Management) as per the academic need of
the trainee from time to time.

1.5. The Second party shall render the Pharmacy, Physiotherapy (UG/PG/Ph.D.) Allied health and
management courses like DMLT, BMLT, B.Sc. (Hons.) Biomedical Science, MPH, MBA-HHM,
MBA-PM Training at its present location on as where basis is; and no enrichment / facility
augmentation of any sort shall be pressed / claimed by the DPSRU citing the needs of the said
Pharmacy, Physiotherapy (UG/PG/Ph.D), Allied Health and management courses (DMLT, BMLT,
B.Sc. (Hons.) Biomedical Science, MPH, MBA-HHM, MBA-PM).

1.6. The NITRD shall arrange Physiotherapists, Laboratory Technicians and concerned doctors for
instructional supervision during the said training program of the students at the cost if any decided
by mutual consent.
1.5. The curricular content of the said training shall remain as described in curricular guidelines /
syllabus of DPSR University and/or the Delhi Council for Physiotherapy & Occupational Therapy
for the Physiotherapy programs and for Allied Health Sciences and Management Courses.

1.6. The departments of posting, clinical assignment, laboratory trainings, demonstrations,

fieldwork etc. of the said training shall be devised by the DPSRU in agreement with the NITRD.

1.7. The content and duration of the said training shall be devised by the DPSRU in agreement with the
NITRD.

1.8. The standards and regulations for the said training shall be evolved mutually between the DPSRU
and NITRD within first year of the start of this MOU.

1.9. Any Party who has received Confidential Information from another under this agreement must not
use it except for the purpose of exercising its rights or performing its obligations under this agreement.
No Confidential Information may be disclosed by either Party to any person except, if either Party is
required to do so by law.

1.10. Both the Parties have the right to terminate this agreement by notice in writing to the other party if
any of the other parties commit a breach of this agreement and;

i. The breach is material and not capable of being cured.

ii. The breach is capable of being cured and the defaulting party fails to cure the
breach within 20 working days of being notified in writing of the breach by the
party giving the notice.

1.11. Nothing in this clause prevents any party seeking urgent injunctive or similar interim relief from a
court;

1.12. Neither party shall sell, transfer, assign or subcontract any right or obligation hereunder without the
prior written consent of the other party. Any act in derogation of the foregoing shall be null and void;

1.13. FORCE MAJEURE. Neither of the party shall be held responsible for any delay or failure in
performance under this Agreement arising out of causes beyond its control, or without its fault or
negligence. Such causes may include, but are not limited to, fires, terrorist acts, strikes, embargoes,
shortages or supplies of raw materials, or components or finished goods, acts of God, acts of regulatory
agencies or national disasters;

1.14.This Agreement shall be deemed to be made and entered into pursuant to the internal laws of the
State of Delhi, and for all purposes this Agreement shall be construed and interpreted in accordance with
and be governed by the law of the State of Delhi;

IN WITNESS WHEREOF, the parties acknowledge that each has fully read and understood this
Agreement, and, intending to be legally bound thereby, executed this Agreement on the date set forth
above.

2. PROMOTION OF CLINICAL RESEARCH AND ACADEMICS

DPSRU and NITRD shall collaborate in pursuing:

1.7. DPSRU will give recognition to some of the doctors as Co-supervisors for guiding graduate and
postgraduate, Masters Ph.D students at DPSRU.

1.8. The consultants may also take lecture for students for which they shall be paid

1.9. For each area of work (Project to Project) under the above said cooperation, a separate detailed
agreement shall be executed covering the title; scope; role and responsibilities; IPR related and
project specific details.

1.10. Apply jointly for the research projects for funding.

1.11. Physiotherapy and Hospital administration based research/desertation activities included case
studies, experimental studies, development of new treatment protocol. For medical Laboratory
Technology, a dissertation may be submitted by the students who undergo postings in various
laboratory departments of the hospital under joint supervision.

3. NEGOTIATIONS

3.1 The Parties agree to discuss and negotiate in good faith to agree upon the modality of collaboration
which includes:

3.2 DPSRU will provide facilities and expertise to conduct clinical research projects for NITRD.

3.3 The two institutes and their staff members including doctors will share the infrastructural facilities
and resources such as library and documentation, instrumentation etc. available in any of the two
institutes. Modalities are to be laid down accordingly following mutual discussion.

3.4 Human Resource Development: Faculty Researchers and students of DPSRU and doctors and staff at
NITRD decide mutually, to provide training by short term projects (Mini course Work, Summer training
and Dissertation) on their field of expertise.

4. CONFIDENTIALITY

4.1 Each Party to this MoU agrees to treat all Information (as defined below) directly or indirectly
disclosed by the other Party as strictly confidential and will not (except as stated in Clause 1.9 above)
disclose any part of such information to any third party without obtaining the prior written consent of the
other Party. It is expressly agreed that neither Party may use any Information in order to gain any
competitive advantage or for any purpose other than the Negotiations.

4.2 "Information" means any and all know-how, processes, formulae, technical, commercial and
proprietary information disclosed by one Party to the other Party, which is in writing and whether or not
marked "Confidential," or which is disclosed orally and whether or not said to be confidential at the time
of disclosure or is disclosed orally at a meeting of representatives of both Parties, entered into the
minutes of such meeting and marked "Confidential."

4.3 The confidentiality undertakings hereunder shall not apply to Information of the disclosing Party
that:

4.3.1 At the time of disclosure or thereafter shall have become available to the public generally
without any fault on the part of the receiving Party;

4.3.2 Shall have been known to the receiving Party at the time of disclosure;
4.3.3 Has been disclosed to the receiving Party by any third party having the right to disclose such
information, save and except the consultants and advisors of the disclosing Party; or

4.3.4 Shall have been established independently by the receiving Party in a way unrelated to the
Negotiations and without reliance on the Information received.

4.4 The burden of proof rests with the Party that invokes one or more of the incidents set out in the
clause above.

4.5 The receiving Party shall disseminate the Information or any part thereof only to such of its
employees, representatives or professional advisors who need to know or reasonably require the
Information for the Negotiations, on the condition that each such person shall be informed that such
Information is confidential and is subject to this MoU, and shall agree not to disclose such Information
to others or to use any of such Information except for the Negotiations, and the negotiation of their-
terms and conditions. Under the conditions stipulated in this Clause 3, the receiving Party shall have the
right to disseminate the Information received from the disclosing Party also to employees and
representatives of its respective affiliates. The receiving Party shall enter into a non-disclosure
agreement with its representatives and professional advisors to whom such information is disseminated.

4.6 For the purpose of this MoU, the receiving Party (i) acknowledges that the disclosing Party
makes no representation or warranty (expressed or implied) as to the accuracy or completeness of any
Information; (ii) agrees to assume full responsibility for all conclusions it derives from the Information;
and (iii) agrees that the disclosing Party shall have no liability whatsoever to the receiving Party, on any
basis, as a result of the receiving Party's use of the disclosing Party's Information, unless otherwise
expressly agreed between both Parties in writing.

4.7 If either Party becomes legally compelled to disclose Information of the disclosing Party, that
Party shall subject to applicable law provide the other Party with prompt written notice of such request
or obligation, so that the other Party may seek a protective order or other appropriate remedy or relief, or
waive compliance with the provisions of this paragraph.

4.8 This MoU shall not be construed as granting, neither expressed nor implied, any rights by
license or otherwise in respect of any patent, patent application, copyright or any industrial property
rights, invention or discovery of the disclosing Party, made or acquired prior to or after the effective date
of this MoU. The property in all such information shall remain vested in the disclosing Party.

4.9 The confidentiality undertakings shall continue to apply for a period of five (5) years after the
date of expiration or other termination of this MoU. This MoU and all disputes arising out of or in
connection with this MoU shall be governed by the laws of the Republic of India.

5. GOVERNING LAW AND DISPUTE RESOLUTION

5.1 Governing Law: This MoU and all disputes arising out of or in connection with this MoU shall be
governed by the laws of the Republic of India.

5.2 Dispute Resolution: In the event any dispute or difference arises out of or in connection with the
interpretation or implementation of this MoU or out of or in connection with the breach, or alleged
breach of this MoU (hereinafter referred to as the "Dispute"), the Parties shall attempt in the first
 instance to resolve the Dispute through friendly consultations. If the Dispute is not resolved through
friendly consultations within thirty (30) days after one Party informs the Party of the other part in writing
of the existence of the Dispute, then either of the Parties may refer the dispute for resolution by
arbitration. The Dispute shall be settled by 3 (three) arbitrators, of which DPSRU shall appoint 1 (one)
arbitrator, NITRD shall appoint the second arbitrator and the third arbitrator shall be appointed by the 2
(two) appointed arbitrators. Such arbitration shall be governed by and conducted in accordance with the
Arbitration and Conciliation Act 1996 and any subsequent amendment. The arbitration shall be held at
Delhi, India. All proceedings in any such arbitration shall be conducted in English.

5.3 Either of the Parties shall be entitled to apply to the appropriate court of competent jurisdiction
for interlocutory or interim relief in respect of such arbitration.

6. FURTHER ASSURANCES

Subject to applicable law, the Parties shall make best efforts to procure and provide all necessary
documents, information and co-operation as may be required by the requesting party and/or any of its
representatives:

6.1 generally for the consideration of the Proposed Collaboration contemplated herein;

6.2 in relation to the conduct of the legal, technical, financial and business due diligence for the
Proposed Collaboration contemplated herein; and

6.3 for the purposes of compliance by NITRD and DPSRU of the applicable laws. IN WITNESS
WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this MoU.

7. TERM

7.1 Unless otherwise agreed, the term of this MoU will be for 5 years from the date of signing this
document.

7.2 At the expiry of 5 years, the agreement will be renewed for a period which is mutually agreeable
to both the parties.

7.3 This MoU is subject to dissolution by either party by giving the other party no less than three (3)
months notice.

Signed, sealed and delivered in the presence of:

Registrar Medical Director

Delhi Pharmaceutical Sciences and Research University, National Institute of Tuberculosis and
New Delhi – 110 017 Respiratory Diseases

New Delhi - 110030

WITNESS:

1.Dr. Richa H Rai,Prof, SoP, DPSRU

2. Dr. Sheetal Kalra, Associate Prof, SoP, DPSRU

3. Dr. Puneeta Ajmera, Associate Prof., SAHSM, DPSRU

4. Dr. Rashi Gupta, Assistant Professor, SAHSM, DPSRU