NATIONAL LAW UNIVERSITY ODISHA

COPYRIGHT LICENSING, TRADEMARK AND PATENT AGREEMENT

PROJECT WORK

on

INTELLECTUAL PROPERTY RIGHTS DRAFTING

Submitted to:

MS. RUJHITA T. R.

(ASSISTANT PROFESSOR OF LAW)

Submitted by:

ASHIS SWA

19BA038

VIII SEMESTER

BA. LL.B (HONS.)

 Copyright License Agreement

This Copyright License Agreement (‘Agreement’) is made at Mumbai, India and entered into as
on 15th day of March 2023 and (“Execution Date”);

By and Between:

(Party A) Sagarika Sarkar, author of the book “The Tempest” 23, Ansal Pradhan Enclave, near
Danapani Restaurant, Mumbai, Maharashtra, India;
(Party B) Neeraj Chopra, photographer, resident of 19, Ansal Pradhan Enclave, near Danapani
Restaurant, Mumbai, Maharashtra, India;

Hereinafter referred to as the ‘Licensors’ (which expression shall, unless repugnant to the
context or meaning thereof, shall mean and include its successors and permitted assigns) of the
One Part;

And

Global Publishing Ltd., a company, duly incorporated under the laws of India having its
registered office at 25, Ansal Pradhan Enclave, Mumbai, Maharashtra, India hereinafter referred
to as ‘Licensee’ (which expression, unless it be repugnant to the context or meaning thereof,
shall mean and include its successors and permitted assigns) of the Other Part;

The Licensors and the Licensee are hereinafter individually referred to as ‘Party’ and
collectively as “Parties”.

“Whereas:

A. The Licensee is, inter alia, engaged in the business of publishing books and other content
B. The Licensor (Party A) is, inter alia, Sagarika Sarkar, an author engaged in writing the
book.
C. The Licensor (Party B) is Neeraj Chopra who is, inter alia, engaged in business of
photography and clicked photographs for content produced by Party A.
D. The Licensors are the owners and / or controllers/ right holders of the Content (defined
below), details of which are more particularly captured under Annexure I;
E. Based on the representations made by the Licensee, the Licensee has requested the
Licensors to acquire a limited license in the Licensed Rights (defined below) and based on
the request of the Licensee the Licensors are willing to grant, the Licensed Rights to the
Licensee, at and for a License Fee (defined below), Term (defined below), Territory
(defined below) and on such other terms and conditions contained herein;
Definitions
1. ‘Agreement’ shall mean this Content Acquisition Agreement and shall be
deemed to include all schedules, annexures and exhibits attached to it or
incorporated in it by reference and shall be deemed to mean and include any
amendments, addendums or rectification deeds / agreements that are executed
between the Parties hereto in writing and signed by them / respective
authorized signatories
2. ‘Publication rights’ refer to the legal rights that an author or creator holds over
their original work, which grant them the exclusive right to reproduce, distribute,
and publicly display or perform their work.
3. ‘License Period/ Term’ shall mean the term of this Agreement as specified in
Clause 5 of this Agreement.
4. Interpretation. Any reference in this Agreement to any statute or statutory
provision shall be construed as including a reference to that statute or statutory
provision as from time to time amended, modified, extended or re-enacted
whether before or after the date of this Agreement and to all statutory
instruments, orders, regulations and directives modifying or extending the same
for the time being made pursuant to it. Unless the context otherwise requires
words denoting the singular shall include the plural and vice versa and words
denoting any one gender shall include all genders. Unless otherwise stated
references to clauses, sub-clauses, paragraphs, sub-paragraphs, schedules,
annexures and exhibits shall mean and include references to clauses, sub-
clauses, paragraphs, sub-paragraphs, schedules, annexures and exhibits related
to this Agreement only.

Now, therefore, this Content License Agreement witnesses and it is hereby agreed by and
between the Parties hereto as follows:

1. Grant of Licensed Rights

1.1 Subject to receipt of full, complete and timely receipt of the License Fee as provided
under Clause 4 hereinafter, the Licensors hereby grants to the Licensee a revocable and
limited license to exploit the Licensed Rights, as more particularly captured herein below,
during the Term and in the Territory on the Licensed Platform only for the Permitted
Languages.
1.2 It is hereby clarified and agreed by the Licensee that, the Excluded Rights and all other
rights which are not licensed by the Licensors to the Licensee under this Agreement are
reserved and retained exclusively by the Licensors and the same shall continue to vest
with the Licensors.
1.3 Licensor (Party A) grants the License to Licensee to publish, distribute and sell the
book authored by Party A for a period of 3 year, after which the license rights shall return
to the original, that is, Party A. Royalties shall be paid as per clause 4 of the agreement.
 1.4 Licensor (Party B) grants the License to Licensee to publish, distribute and sell the
pictures which are a part of the book authored by Party A for a period of 5 years, after
which the licensed rights shall return to the original author i.e. Party A. Royalties shall be
paid as per Clause 4 of this agreement.
1.5 The rights for sub-licensing shall be subject to approval from the Licensors.
1.6 The Licensor hereby grants the following rights to the Licensee:
a) Right to market, promote, and publicize the Content in any manner whatsoever,
and through any means, mediums or mode, and the right to use any stills, photos, scenes,
or other music or non-music clips/parts of the Content for the purpose of marketing,
promotion, and publicity;
b) Rights to exploit, distribute and monetize the content i.e. the book, and the
underlying works thereof on a stand-alone basis;
c) Right to create promos, advertisement commercials, video recording;
d) Right to hire personnel or artists without the prior permission of the Licensors.

2. Obligations of the Parties

2.1 The Licensee shall during the Term:
2.1.1 exercise the Licensed Rights in accordance with the terms of the Agreement and
shall not do, cause to be done and / or suffer the doing of any act which may result in a
breach of this Agreement;
2.1.2 pay the License Fee to the Licensors in a timely manner in accordance with clause
4 hereinabove
2.1.3 During the Term, the Licensee shall take adequate care and other required
preventive measures to prevent theft, control piracy or unauthorized transmission
distribution, broadcast, exhibition duplication or other use of the said Content in any
manner whatsoever and as required under applicable laws or under principles of equity
throughout the Territory for securing the said Content, their elements and all underlying
works in the said Content. Licensee shall not authorize the use of the Content except as
permitted under this Agreement. Should Licensee becomes aware of any actual or
suspected unauthorized transmission,
 distribution exhibition, broadcast or other use or exploitation of any Content or materials in
the Territory (“Unauthorized Use”), it shall promptly notify the Licensors.
2.2 The Licensors shall during the Term:
2.2.1 exercise caution as to licensing of any rights to any third party. The licensors shall
bear the damage of any litigation that is drawn out of the content provided by them.
2.2.2 The Licensors shall undertake to ensure that the Licensee has been provided with
all the important information required for an agreement in good faith. There must not be
any information that may or may not prove detrimental to the business of the Licensee.
3. Representations and Warranties
3.1 The Licensors represent and warrant that:

3.1.1 The Licensors have the right and authority to enter into this Agreement and to
grant the Licensed Rights and incidental permissions to the Licensee as set out in this
Agreement; The Licensee represents and warrants that:
3.1.2 The Licensee has the right, requisite power and authority to execute, deliver and
perform its obligations under this Agreement and has been fully authorized by all
requisite corporate approvals to do so;
3.1.3 The Licensee shall be entitled to disclosure of all the information with respect to
the content.
4. Fee and Consideration
4.1 In consideration of the grant of the License, the Licensee shall pay to the Licensors,
License Fee of an amount of Rs. 10,00,000 (‘Ten Lakh Rupees Only’) (‘License Fee’) and a
sum of the Royalty generated from the Sale of the book. Such License Fee shall be paid in
the following manner:

4.1.1 49% of the License Fee shall be payable at the time of execution of this Agreement.
4.1.2 51% of the License Fee shall be payable on 30th April 2023 or on the date of release
of the book.”

Sr Name of the Amount Payment of Royalty

. Licensor Payable
No Party
.
1. Licensor (Party A) Rs. 8,00,000 In addition to the amount
payable, 5% of sales from
the publicity of above-
mentioned book in every
quarter till 30th April 2026
(i.e. period of three years
from the latest date of
payment).
2. Licensor (Party B) Rs. 2,00,000 In addition to the amount
payable, 1% of sales from
the
 publicity of above-
mentioned book in every
quarter till 30th April 2026
(i.e. period of three years
from the latest date of
payment).

5. License Period
5.1 “The term of this Agreement shall be for a period of 3 (three) years effective
from the Effective Date, unless this Agreement is terminated by either Party in
accordance with the provisions hereof. In no event shall the Term be
automatically extended or varied by the Licensee, except with the prior written
consent of the Licensors with such other terms and conditions as may be
mutually agreed between the Parties in writing.
6. Excluded Rights- The Agreement does not extend to the right to claim copyright
protection of the above-mentioned book.
7. Territory- The Licensed Rights granted hereinabove is to be exercised and limited
only within the geographical boundaries of the territory of India and Asian
countries
8. Indemnity- The Licensee (‘Indemnifying Party’) hereby undertakes to indemnify
the Licensors (‘Indemnified Party’) its partners, associates, agents, employees,
etc. at all times, fully indemnified from and against any loss, all claims,
proceedings, actions, costs (including without prejudice to the generality of this
provision, legal costs of a solicitor, etc.), losses, demands, damages, suits,
prosecutions, awards arising, directly or indirectly as a result of breach by
Indemnifying Party which such Indemnified Party may suffer/incur on account of
or arising out of or in relation to any (a) false representation or warranty,
undertakings and/ or exploitation of the Content (b) any claims based on the
Indemnifying Party’s gross negligence, willful misconduct or fraud as more
particularly captured under this Agreement or due to any failure on the part of
the Indemnifying Party to comply in whole or any part of its obligations
contained in this Agreement.
9. Termination and Consequence of termination
 The Licensors shall be entitled to terminate this Agreement in the event the
Licensee enters into (except for the purposes of solvent amalgamation or
reconstruction) any composition or arrangement with its creditors or if any
resolution of order is passed for its winding up or if a receiver is appointed over
the whole or part of Licensee’s assets or if an administration order is made.”

Value of the License Fees to be Date of termination

retained by Licensors (%)
0 Before Effective Date

55 During First Year

100 During Second Year till Third Year

10. Confidentiality- “Each Party agrees to keep and secure to be kept secret and
confidential any and all Confidential Information, whether written and/or oral,
being information of any kind including that relating to the terms of this
Agreement and the details of the businesses of the Parties and/or customer
information, as may be obtained from the other Party pursuant to this
Agreement and/or prior to it through any conversation, meeting, discussion,
negotiation and to disclose the same only to those of its officers, employees,
agents, contractors or subcontractors on a need-to-know basis and only to the
extent necessary for each of them to perform such Party’s obligations under this
Agreement.
11. Miscellaneous
11.1 Governing Law, Dispute Resolution and Jurisdiction- Any dispute arising out of or in
connection with this Agreement, including any question regarding its existence, validity
or termination, shall be referred to and finally resolved by arbitration in Singapore in
accordance with the Arbitration Rules of the Singapore International Arbitration Centre
(‘SIAC Rules’) for the time being in force, which rules are deemed to be incorporated by
reference in this clause.
11.2 Sub-License- Licensee shall be entitled to assign this Agreement or its obligations
herein to any third party on the basis of approval from the Licensors. The Licensors shall
not be entitled to assign this Agreement and/ or its obligations therein to any third
party during the Licensed Period.
11.3 Moral Rights- Licensors represents and warrants that the Content and underlying
works of the Content thereof do not infringe any right including without limitation
intellectual property right, copyright, trademark, right to privacy and/or moral rights of
any third
 person. Licensors hereby declares and affirms that the Content is/are in conformity with
the laws prevailing in the Territory.
11.4 Force majeure- Upon occurrence of a Force Majeure Event, the affected Party shall as
soon as practicable, but in any event not later than 2 (two) days of a Force Majeure
Event occurring, notify to the other Party in writing: (i) the details of the nature and
extent of the Force Majeure Event in question, (ii) the manner in which the affected
Party is affected, and (iii) the affected Party’s best estimate of the likely extent and
duration of its inability to perform its obligations under this Agreement as a result of
such Force Majeure Event, and, thereafter, promptly provide any further information
which the other Party may require. Further, the affected Party shall use all reasonable
endeavors to mitigate the consequences of the relevant Force Majeure Event and
undertake and perform its obligations and duties in such other ways as may be
practicable
11.5 Waiver- No failure or delay on the part of any of the Parties to this Agreement relating
to the exercise of any right, privilege or remedy provided under this Agreement shall
operate as a waiver of such right, power, privilege or remedy or as a waiver of any
preceding or succeeding breach by the other Party to this Agreement nor shall any
single or partial exercise of any right power, privilege or remedy preclude any other or
further exercise of any right power privilege or remedy provided in this Agreement all
of which are several and cumulative and are not exclusive of each other or of any other
rights or remedies otherwise available to a Party at law or in equity.
11.6 Severability- If for any reason whatsoever any provision of this Agreement becomes
invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or
any other instrumentality to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions shall not be affected in any manner, and the
Parties will negotiate in good faith with a view to agreeing one or more provisions
which may be substituted for such invalid, unenforceable or illegal provisions, as nearly
as is practicable to such invalid, illegal or unenforceable provision.
11.7 Notices- Any notice or other communication to be given under this Agreement shall be
in writing and shall be served by personal delivery or by email or by facsimile or by
prepaid registered post or by courier to the addresses of the Parties specified in this
Agreement or as are notified in writing in advance by the Parties to each other from
time to time.
11.8 Stamp Duty- Stamp duty (if applicable) shall be borne by the Licensee.”

Signed for and on behalf of Signed for and on behalf of

LICENSORS LICENSEE

By: Party A (Sagarika Sarkar) By: Ramesh Singania, Owner &

CEO, Global Publishing Ltd.
Party B (Neeraj
In the presence of: Ms. Tanvi
Chopra) Sawai (Legal head, Global
In the presence of: Ms. Astha Publishing Ltd.)
Agarwal (Legal Counsel for
Sagarika Sarkar)
 Trademark License Agreement

This Trademark License Agreement (‘Agreement’) is made at Mumbai, India and entered into
as on 15th day of March 2023 and (“Execution Date”);

By and Between:

Sline Pvt. Ltd. Co. a company, duly incorporated under the laws of India having its registered
office at 25, New Enclave, Delhi, India hereinafter referred to as ‘Licensor’ (which expression,
unless it be repugnant to the context or meaning thereof, shall mean and include its successors
and permitted assigns)

And

Mankind Pharma., a company, duly incorporated under the laws of India having its registered
office at 25, Ansal Pradhan Enclave, Mumbai, Maharashtra, India hereinafter referred to as
‘Licensee’ (which expression, unless it be repugnant to the context or meaning thereof, shall
mean and include its successors and permitted assigns) of the Other Part;

The Licensor and the Licensee are hereinafter individually referred to as ‘Party’ and collectively
as “Parties”.

“Whereas:

A. The Licensee is, inter alia, engaged in the business of including but not limited to the
production, distribution selling exploitation and manufacturing of medicines and other
pharma products.
B. The Licensor is, inter alia, engaged in the business of production of including but not
limited to production, distribution selling exploitation and manufacturing of medicines
and other pharma products.
C. The Licensor are the owners and / or controllers/ right holders of the Trademark of
‘LITCHENSA’ details of which have been attached in Annexure I.
D. Based on the representations made by the Licensee, the Licensee has requested the
Licensor to acquire a limited license in the Licensed Rights (defined below) and based on
the request of the Licensee the Licensor are willing to grant, the Licensed Rights to the
Licensee, at and for a License Fee (defined below), Term (defined below), Territory
(defined below) and on such other terms and conditions contained herein;
Definitions
1. ‘Agreement’ shall mean this Mark Acquisition Agreement and shall be deemed
to include all schedules, annexures and exhibits attached to it or incorporated in
it by reference and shall be deemed to mean and include any amendments,
addendums or rectification deeds / agreements that are executed between the
Parties hereto in writing and signed by them / respective authorized signatories
2. ‘Mark’ shall mean the registered Trademark of the chocolate ‘LITCHENSA’.
3. ‘License Period/ Term’ shall mean the term of this Agreement as specified in
Clause 5 of this Agreement.
4. Interpretation. Any reference in this Agreement to any statute or statutory
provision shall be construed as including a reference to that statute or statutory
provision as from time to time amended, modified, extended or re-enacted
whether before or after the date of this Agreement and to all statutory
instruments, orders, regulations and directives modifying or extending the same
for the time being made pursuant to it. Unless the context otherwise requires
words denoting the singular shall include the plural and vice versa and words
denoting any one gender shall include all genders. Unless otherwise stated
references to clauses, sub-clauses, paragraphs, sub-paragraphs, schedules,
annexures and exhibits shall mean and include references to clauses, sub-
clauses, paragraphs, sub-paragraphs, schedules, annexures and exhibits related
to this Agreement only.

Now, therefore, this Mark License Agreement witnesses and it is hereby agreed by and between
the Parties hereto as follows:

1. Grant of Licensed Rights

1.1 Subject to receipt of full, complete and timely receipt of the License Fee as provided
under Clause 4 hereinafter, the Licensor hereby grants to the Licensee a revocable and
limited license to exploit the Licensed Rights, as more particularly captured herein below,
during the Term and in the Territory on the Licensed Platform only for the Permitted
Languages.
1.2 It is hereby clarified and agreed by the Licensee that, the Excluded Rights and all other
rights which are not licensed by the Licensor to the Licensee under this Agreement are
reserved and retained exclusively by the Licensor and the same shall continue to vest with
the Licensor.
1.3 The Licensor has agreed on the request of the Licensee to grant the rights of the mark
to Licensee in the territory of EU for a period of 10 years.
1.4 The Licensee has the rights to manufacture, sell, distribute, advertise, make promos or
any such activities relating to the trade and business of the mark without any prior
approval of the parties.
1.5 The Licensee has the rights to use the mark for the distribution of only chocolates.
1.6 The rights for sub-licensing shall be subject to approval from the Licensor.
 1.7 The Licensor hereby grants the following rights to the Licensee:
a) Right to market, promote, and publicize the Mark in any manner whatsoever,
and through any means, mediums or mode, and the right to use any stills, photos, scenes,
or other music or non-music clips/parts of the Mark for the purpose of marketing,
promotion, and publicity;
b) Right to create promos, advertisement commercials, video recording;
c) Right to hire personnel or artists without the prior permission of the Licensor.

2. Obligations of the Parties

2.1 The Licensee shall during the Term:
2.1.1 exercise the Licensed Rights in accordance with the terms of the Agreement and
shall not do, cause to be done and / or suffer the doing of any act which may result in a
breach of this Agreement;
2.1.2 pay the License Fee to the Licensor in a timely manner in accordance with clause 4
hereinabove
2.1.3 During the Term, the Licensee shall take adequate care and other required
preventive measures to prevent theft, control piracy or unauthorized transmission
distribution, broadcast, exhibition duplication or other use of the said mark in any manner
whatsoever and as required under applicable laws or under principles of equity
throughout the Territory for securing the said Mark, their elements and all underlying
works in the said mark. Licensee shall not authorize the use of the mark except as
permitted under this Agreement. Should Licensee becomes aware of any actual or
suspected unauthorized transmission, distribution exhibition, broadcast or other use or
exploitation of the Mark or materials in the Territory (‘Unauthorized Use’), it shall
promptly notify the Licensor.
2.2 The Licensor shall during the Term:
2.2.1 exercise caution as to licensing of any rights to any third party. The Licensor shall
bear the damage of any litigation that is drawn out of the mark provided by them.
2.2.2 The Licensor shall undertake to ensure that the Licensee has been provided with
all the important information required for an agreement in good faith. There must not be
any information that may or may not prove detrimental to the business of the Licensee.
3. Representations and Warranties
3.1 The Licensor represent and warrant that:

3.1.1 The Licensor have the right and authority to enter into this Agreement and to
grant the Licensed Rights and incidental permissions to the Licensee as set out in this
Agreement;
The Licensee represents and warrants that:
3.1.2 The Licensee has the right, requisite power and authority to execute, deliver and
perform its obligations under this Agreement and has been fully authorized by all
requisite corporate approvals to do so;
3.1.3 The Licensee shall be entitled to disclosure of all the information with respect to
the mark.
4. Fee and Consideration
4.1 In consideration of the grant of the License, the Licensee shall pay to the Licensor,
License Fee of an amount of Rs. 10,00,000 (‘Ten Lakh Rupees Only’) (‘License Fee’). Such
License Fee shall be paid in the following manner:

4.1.1 49% of the License Fee shall be payable at the time of execution of this Agreement.
4.1.2 51% of the License Fee shall be payable on 30th April 2023.
5. License Period
5.1 The term of this Agreement shall be for a period of 10 (ten) years effective
from the Effective Date, unless this Agreement is terminated by either Party in
accordance with the provisions hereof. In no event shall the Term be
automatically extended or varied by the Licensee, except with the prior written
consent of the Licensor with such other terms and conditions as may be mutually
agreed between the Parties in writing.
6. Excluded Rights- The Agreement is restricted to the manufacturing, production,
selling distribution of cream ‘LITCHENSA’ only. The Agreement shall not be valid
outside the territory of the EU subcontinent.
7. Territory- The Licensed Rights granted hereinabove is to be exercised and limited
only within the geographical boundaries of the territory of EU.
8. Indemnity- The Licensee (‘Indemnifying Party’) hereby undertakes to indemnify
the Licensor (‘Indemnified Party’) its partners, associates, agents, employees,
etc. at all times, fully indemnified from and against any loss, all claims,
proceedings, actions, costs (including without prejudice to the generality of this
provision, legal costs of a solicitor, etc.), losses, demands, damages, suits,
prosecutions, awards arising, directly or indirectly as a result of breach by
Indemnifying Party which such Indemnified Party may suffer/incur on account of
or arising out of or in relation to any (a) false representation or warranty,
undertakings and/ or exploitation of the Mark (b) any claims based on the
Indemnifying Party’s gross negligence, willful misconduct or fraud as more
particularly captured under this Agreement or due to any failure on the part of
the Indemnifying Party to comply in whole or any part of its obligations
contained in this Agreement.
9. Termination and Consequence of termination
The Licensor shall be entitled to terminate this Agreement in the event the
Licensee enters into (except for the purposes of solvent amalgamation or
reconstruction) any
 composition or arrangement with its creditors or if any resolution of order is
passed for its winding up or if a receiver is appointed over the whole or part of
Licensee’s assets or if an administration order is made.”

Value of the License Fees to be Date of termination

retained by Licensor (%)
0 Before Effective Date

55 During Scond Year

75 During Fourth Year

85 During Sixth Year

100 During Eighth Year till Tenth Year

10. Confidentiality- “Each Party agrees to keep and secure to be kept secret and
confidential any and all Confidential Information, whether written and/or oral,
being information of any kind including that relating to the terms of this
Agreement and the details of the businesses of the Parties and/or customer
information, as may be obtained from the other Party pursuant to this
Agreement and/or prior to it through any conversation, meeting, discussion,
negotiation and to disclose the same only to those of its officers, employees,
agents, contractors or subcontractors on a need-to-know basis and only to the
extent necessary for each of them to perform such Party’s obligations under this
Agreement.
11. Miscellaneous
11.1 Governing Law, Dispute Resolution and Jurisdiction- Any dispute arising out of or in
connection with this Agreement, including any question regarding its existence, validity
or termination, shall be referred to and finally resolved by arbitration in Singapore in
accordance with the Arbitration Rules of the Singapore International Arbitration Centre
(‘SIAC Rules’) for the time being in force, which rules are deemed to be incorporated by
reference in this clause.
11.2 Sub-License- Licensee shall be entitled to assign this Agreement or its obligations
herein to any third party on the basis of approval from the Licensor. The Licensor shall
not be entitled to assign this Agreement and/ or its obligations therein to any third
party during the Licensed Period.
11.3 Force majeure- Upon occurrence of a Force Majeure Event, the affected Party shall as
soon as practicable, but in any event not later than 2 (two) days of a Force Majeure
Event occurring, notify to the other Party in writing: (i) the details of the nature and
extent of the Force Majeure Event in question, (ii) the manner in which the affected
Party is affected, and (iii) the affected Party’s best estimate of the likely extent and
duration of its inability
 to perform its obligations under this Agreement as a result of such Force Majeure Event,
and, thereafter, promptly provide any further information which the other Party may
require. Further, the affected Party shall use all reasonable endeavors to mitigate the
consequences of the relevant Force Majeure Event and undertake and perform its
obligations and duties in such other ways as may be practicable
11.4 Waiver- No failure or delay on the part of any of the Parties to this Agreement relating
to the exercise of any right, privilege or remedy provided under this Agreement shall
operate as a waiver of such right, power, privilege or remedy or as a waiver of any
preceding or succeeding breach by the other Party to this Agreement nor shall any
single or partial exercise of any right power, privilege or remedy preclude any other or
further exercise of any right power privilege or remedy provided in this Agreement all
of which are several and cumulative and are not exclusive of each other or of any other
rights or remedies otherwise available to a Party at law or in equity.
11.5 Severability- If for any reason whatsoever any provision of this Agreement becomes
invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or
any other instrumentality to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions shall not be affected in any manner, and the
Parties will negotiate in good faith with a view to agreeing one or more provisions
which may be substituted for such invalid, unenforceable or illegal provisions, as nearly
as is practicable to such invalid, illegal or unenforceable provision.
11.6 Notices- Any notice or other communication to be given under this Agreement shall be
in writing and shall be served by personal delivery or by email or by facsimile or by
prepaid registered post or by courier to the addresses of the Parties specified in this
Agreement or as are notified in writing in advance by the Parties to each other from
time to time.
11.7 Stamp Duty- Stamp duty (if applicable) shall be borne by the Licensee.”

Signed for and on behalf of Signed for and on behalf of

LICENSOR LICENSEE
By: Ms. Rita Retzen, CEO, Sline Pvt Ltd By: Ms. Kalpana Singh,
Co. CEO, Mankind Pharma.

In the presence of: Ms. Astha In the presence of: Ms. Tanvi
Agarwal (Legal Head, Sline Pvt. Ltd. Sawai (Legal head, Mankind
Co.) Pharma)
 ANNEXURE 1

The image of the mark is attached below:

LITCHENSA
 Patent License Agreement

This Patent License Agreement (‘Agreement’) is made at Mumbai, India and entered into as on
15th day of March 2023 and (“Execution Date”);

By and Between:

Indian Breeders Association an association, duly incorporated under the laws of India having
its registered office at 26, Ansal Pradhan Enclaves, Mumbai, India hereinafter referred to as
‘Licensor’ (which expression, unless it be repugnant to the context or meaning thereof, shall
mean and include its successors and permitted assigns)

And

Monsanto Ltd. Co., a company, duly incorporated under the laws of America having its
registered office at 25, Ansal Enclave, Blue Street, New York, America hereinafter referred to as
‘Licensee’ (which expression, unless it be repugnant to the context or meaning thereof, shall
mean and include its successors and permitted assigns) of the Other Part;

The Licensor and the Licensee are hereinafter individually referred to as ‘Party’ and collectively
as “Parties”.

“Whereas:

A. The Licensee is, inter alia, engaged in the business of manufacturing of GENETICALLY
MODIFIED SEEDS products like BT COTTON.
B. The Licensor is, inter alia, Indian Breeders Association is a registered society of practicing
geneticist and plant breeders from public and private institutions.
C. The Licensor are the owners and / or controllers/ right holders of the Patent IN23451 for
the for the use of their patented technology to produce BT COTTON SEEDS.
D. Based on the representations made by the Licensee, the Licensee has requested the
Licensor to acquire a limited license in the Licensed Rights (defined below) and based on
the request of the Licensee the Licensor are willing to grant, the Licensed Rights to the
Licensee, at and for a License Fee (defined below), Term (defined below), Territory
(defined below) and on such other terms and conditions contained herein;
Definitions
 1. ‘Agreement’ shall mean this Patent Acquisition Agreement and shall be deemed
to include all schedules, annexures and exhibits attached to it or incorporated in
it by reference and shall be deemed to mean and include any amendments,
addendums or rectification deeds / agreements that are executed between the
Parties hereto in writing and signed by them / respective authorized signatories
2. ‘Patent’ shall mean the registered Patent number IN23451 for the for the use of their
patented technology to produce BT COTTON SEEDS.
3. ‘License Period/ Term’ shall mean the term of this Agreement as specified in
Clause 5 of this Agreement.
4. Interpretation. Any reference in this Agreement to any statute or statutory
provision shall be construed as including a reference to that statute or statutory
provision as from time to time amended, modified, extended or re-enacted
whether before or after the date of this Agreement and to all statutory
instruments, orders, regulations and directives modifying or extending the same
for the time being made pursuant to it. Unless the context otherwise requires
words denoting the singular shall include the plural and vice versa and words
denoting any one gender shall include all genders. Unless otherwise stated
references to clauses, sub-clauses, paragraphs, sub-paragraphs, schedules,
annexures and exhibits shall mean and include references to clauses, sub-
clauses, paragraphs, sub-paragraphs, schedules, annexures and exhibits related
to this Agreement only.

Now, therefore, this Patent License Agreement witnesses and it is hereby agreed by and between
the Parties hereto as follows:

1. Grant of Licensed Rights

1.1 Subject to receipt of full, complete and timely receipt of the License Fee as provided
under Clause 4 hereinafter, the Licensor hereby grants to the Licensee a revocable and
limited license to exploit the Licensed Rights, as more particularly captured herein below,
during the Term and in the Territory on the Licensed Platform only for the Permitted
Languages.
1.2 It is hereby clarified and agreed by the Licensee that, the Excluded Rights and all other
rights which are not licensed by the Licensor to the Licensee under this Agreement are
reserved and retained exclusively by the Licensor and the same shall continue to vest with
the Licensor.
1.3 The Licensor has agreed on the request of the Licensee to grant the rights of the
Patent to Licensee in the territory of India for a period of 10 years.
1.4 The Licensee has the rights to manufacture, sell, distribute, advertise, make promos or
any such activities relating to the trade and business of the Patent without any prior
approval of the parties.
1.5 The Licensee has the rights to use the Patent for the for the use of their patented technology to
produce BT COTTON SEEDS.
 1.6 The rights for sub-licensing shall be subject to approval from the Licensor.
1.7 The Licensor hereby grants the following rights to the Licensee:
a) Right to market, promote, and publicize the Patent in any manner whatsoever,
and through any means, mediums or mode, and the right to use any stills, photos, scenes,
or other music or non-music clips/parts of the Patent for the purpose of marketing,
promotion, and publicity;
b) Right to create promos, advertisement commercials, video recording;
c) Right to hire personnel or artists without the prior permission of the Licensor.

2. Obligations of the Parties

2.1 The Licensee shall during the Term:
2.1.1 exercise the Licensed Rights in accordance with the terms of the Agreement and
shall not do, cause to be done and / or suffer the doing of any act which may result in a
breach of this Agreement;
2.1.2 pay the License Fee to the Licensor in a timely manner in accordance with clause 4
hereinabove
2.1.3 During the Term, the Licensee shall take adequate care and other required
preventive measures to prevent theft, control piracy or unauthorized transmission
distribution, broadcast, exhibition duplication or other use of the said Patent in any
manner whatsoever and as required under applicable laws or under principles of equity
throughout the Territory for securing the said Patent, their elements and all underlying
works in the said Patent. Licensee shall not authorize the use of the Patent except as
permitted under this Agreement. Should Licensee becomes aware of any actual or
suspected unauthorized transmission, distribution exhibition, broadcast or other use or
exploitation of the Patent or materials in the Territory (‘Unauthorized Use’), it shall
promptly notify the Licensor.
2.2 The Licensor shall during the Term:
2.2.1 exercise caution as to licensing of any rights to any third party. The Licensor shall
bear the damage of any litigation that is drawn out of the Patent provided by them.
2.2.2 The Licensor shall undertake to ensure that the Licensee has been provided with
all the important information required for an agreement in good faith. There must not be
any information that may or may not prove detrimental to the business of the Licensee.
3. Representations and Warranties
3.1 The Licensor represent and warrant that:
 3.1.1 The Licensor have the right and authority to enter into this Agreement and to
grant the Licensed Rights and incidental permissions to the Licensee as set out in this
Agreement; The Licensee represents and warrants that:
3.1.2 The Licensee has the right, requisite power and authority to execute, deliver and
perform its obligations under this Agreement and has been fully authorized by all
requisite corporate approvals to do so;
3.1.3 The Licensee shall be entitled to disclosure of all the information with respect to
the Patent.
4. Fee and Consideration
4.1 In consideration of the grant of the License, the Licensee shall pay to the Licensor,
License Fee of an amount of Rs. 10,00,000 (‘Ten Lakh Rupees Only’) (‘License Fee’). Such
License Fee shall be paid in the following manner:

4.1.1 49% of the License Fee shall be payable at the time of execution of this Agreement.
4.1.2 51% of the License Fee shall be payable on 19th December 2022.
5. License Period
5.1 The term of this Agreement shall be for a period of 10 (ten) years effective
from the Effective Date, unless this Agreement is terminated by either Party in
accordance with the provisions hereof. In no event shall the Term be
automatically extended or varied by the Licensee, except with the prior written
consent of the Licensor with such other terms and conditions as may be mutually
agreed between the Parties in writing.
6. Excluded Rights- The Agreement is restricted to the manufacturing with the use of
their patented technology to produce BT COTTON SEEDS.
7. The Agreement shall not be valid outside the territory of the Indian
subcontinent.
8. Territory- The Licensed Rights granted hereinabove is to be exercised and limited
only within the geographical boundaries of the territory of India.
9. Indemnity- The Licensee (‘Indemnifying Party’) hereby undertakes to indemnify
the Licensor (‘Indemnified Party’) its partners, associates, agents, employees,
etc. at all times, fully indemnified from and against any loss, all claims,
proceedings, actions, costs (including without prejudice to the generality of this
provision, legal costs of a solicitor, etc.), losses, demands, damages, suits,
prosecutions, awards arising, directly or indirectly as a result of breach by
Indemnifying Party which such Indemnified Party may suffer/incur on account of
or arising out of or in relation to any (a) false representation or warranty,
undertakings and/ or exploitation of the Patent (b) any claims based on the
Indemnifying Party’s gross negligence, willful misconduct or fraud as more
particularly captured under this Agreement or due to any failure on the part of
the Indemnifying Party to comply in whole or any part of its obligations
contained in this Agreement.
10. Termination and Consequence of termination
 The Licensor shall be entitled to terminate this Agreement in the event the
Licensee enters into (except for the purposes of solvent amalgamation or
reconstruction) any composition or arrangement with its creditors or if any
resolution of order is passed for its winding up or if a receiver is appointed over
the whole or part of Licensee’s assets or if an administration order is made.”

Value of the License Fees to be Date of termination

retained by Licensor (%)
0 Before Effective Date

55 During Second Year

75 During Fourth Year

85 During Sixth Year

100 During Eighth Year till Tenth Year

11. Confidentiality- “Each Party agrees to keep and secure to be kept secret and
confidential any and all Confidential Information, whether written and/or oral,
being information of any kind including that relating to the terms of this
Agreement and the details of the businesses of the Parties and/or customer
information, as may be obtained from the other Party pursuant to this
Agreement and/or prior to it through any conversation, meeting, discussion,
negotiation and to disclose the same only to those of its officers, employees,
agents, contractors or subcontractors on a need-to-know basis and only to the
extent necessary for each of them to perform such Party’s obligations under this
Agreement.
12. Miscellaneous
12.1 Governing Law, Dispute Resolution and Jurisdiction- Any dispute arising out of or in
connection with this Agreement, including any question regarding its existence, validity
or termination, shall be referred to and finally resolved by arbitration in Singapore in
accordance with the Arbitration Rules of the Singapore International Arbitration Centre
(‘SIAC Rules’) for the time being in force, which rules are deemed to be incorporated by
reference in this clause.
12.2 Sub-License- Licensee shall be entitled to assign this Agreement or its obligations
herein to any third party on the basis of approval from the Licensor. The Licensor shall
not be entitled to assign this Agreement and/ or its obligations therein to any third
party during the Licensed Period.
12.3 Force majeure- Upon occurrence of a Force Majeure Event, the affected Party shall as
soon as practicable, but in any event not later than 2 (two) days of a Force Majeure
Event occurring, notify to the other Party in writing: (i) the details of the nature and
extent of the
 Force Majeure Event in question, (ii) the manner in which the affected Party is
affected, and (iii) the affected Party’s best estimate of the likely extent and
duration of its inability to perform its obligations under this Agreement as a result
of such Force Majeure Event, and, thereafter, promptly provide any further
information which the other Party may require. Further, the affected Party shall
use all reasonable endeavors to mitigate the consequences of the relevant Force
Majeure Event and undertake and perform its obligations and duties in such other
ways as may be practicable
12.4 Waiver- No failure or delay on the part of any of the Parties to this Agreement
relating to the exercise of any right, privilege or remedy provided under this
Agreement shall operate as a waiver of such right, power, privilege or remedy or
as a waiver of any preceding or succeeding breach by the other Party to this
Agreement nor shall any single or partial exercise of any right power, privilege or
remedy preclude any other or further exercise of any right power privilege or
remedy provided in this Agreement all of which are several and cumulative and
are not exclusive of each other or of any other rights or remedies otherwise
available to a Party at law or in equity.
12.5 Severability- If for any reason whatsoever any provision of this Agreement
becomes invalid, illegal or unenforceable or is declared by any court of
competent jurisdiction or any other instrumentality to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining provisions
shall not be affected in any manner, and the Parties will negotiate in good faith
with a view to agreeing one or more provisions which may be substituted for
such invalid, unenforceable or illegal provisions, as nearly as is practicable to
such invalid, illegal or unenforceable provision.
12.6 Notices- Any notice or other communication to be given under this Agreement
shall be in writing and shall be served by personal delivery or by email or by
facsimile or by prepaid registered post or by courier to the addresses of the
Parties specified in this Agreement or as are notified in writing in advance by the
Parties to each other from time to time.
12.7 Stamp Duty- Stamp duty (if applicable) shall be borne by the Licensee.”

Signed for and on behalf of Signed for and on behalf of

LICENSOR LICENSEE
By: Ms. Rita Retzen, CEO, Indian By: Ms. Kalpana Singh, CEO,
Breeders Association Monsanto Ltd. Co.

In the presence of: Ms. Astha In the presence of: Ms. Tanvi
Agarwal (Legal Head, Indian Sawai (Legal head, Monsanto
Breeders Association) Ltd. Co.)