-------------------------------------------------- DRAFT FOR ATTORNEY REVIEW ONLY — NOT LEGAL OR FINANCIAL ADVICE IMPORTANT: This collaboration does NOT guarantee specific research outcomes, compound candidates, or commercial success. Individual research outcomes vary significantly. This document is a structured preparation draft only. Patents Act 1970 India compliance for joint invention ownership, filing obligations, and assignee rights must be confirmed with a qualified Indian patent attorney. ICMR Ethical Guidelines for Biomedical and Health Research 2017 compliance for any research involving human samples or data must be confirmed with the applicable Institutional Ethics Committee. Digital Personal Data Protection Act 2023 India compliance for any human research data collected, income tax treatment of research grant income under the Income Tax Act 1961, GST on any future commercialization license fees, and contract enforceability under the Indian Contract Act 1872 must all be confirmed with a qualified Indian attorney and tax advisor before this agreement is signed. -------------------------------------------------- RESEARCH COLLABORATION AGREEMENT — DRAFT FOR ATTORNEY REVIEW Document Ref: RCA-2026-001 Date of Preparation: June 1 2026 LEAD PARTY: BioNova Research Institute Pvt Ltd Mumbai Maharashtra India Email: [lead party email] COLLABORATING PARTY: CureGen Pharmaceuticals Pvt Ltd Mumbai Maharashtra India Email: [collaborating party email] 1. RECITALS 1.1 BioNova Research Institute Pvt Ltd is a private pharmaceutical research institute based in Mumbai Maharashtra India with laboratory facilities and research expertise in pre-clinical drug discovery and compound screening for anti-inflammatory drug candidates. 1.2 CureGen Pharmaceuticals Pvt Ltd is a mid-size drug development company based in Mumbai India with an extensive compound library, regulatory affairs expertise, and commercialization resources to support the development of novel pharmaceutical candidates. 1.3 Both parties confirm their mutual intent to collaborate on the joint pre-clinical drug discovery Research Project on the terms set out in this agreement. 2. DEFINITIONS 2.1 Lead Party: BioNova Research Institute Pvt Ltd. 2.2 Collaborating Party: CureGen Pharmaceuticals Pvt Ltd. 2.3 Research Project: The joint pre-clinical drug discovery research on novel anti-inflammatory compounds as described in Section 4. 2.4 Background IP: All intellectual property created by either party before or independently of this agreement as described in Section 8. 2.5 Foreground IP: All intellectual property including inventions, discoveries, data, and research outputs arising from the Research Project as described in Section 9. 2.6 Research Data: All data, results, findings, and records generated during the Research Project. 2.7 Research Materials: All compounds, reagents, biological materials, and equipment used or generated during the Research Project. 2.8 Publication: Any public disclosure of Research Project results through journals, conferences, or other academic or scientific channels. 2.9 Confidential Information: All non- public Research Data, results, and business information shared between the parties. 2.10 Commercialization: Any licensing, sale, or exploitation of Foreground IP for commercial purposes. 2.11 Funding Body: CureGen Pharmaceuticals Pvt Ltd as the primary funding contributor under this agreement. 2.12 Governing Law: Laws of Maharashtra India. 2.13 Effective Date: The date both parties sign this agreement. 3. RESEARCH PROJECT SCOPE AND OBJECTIVES 3.1 The Research Project covers the following activities over 18 months: 1. High-throughput screening of CureGen Pharmaceuticals Pvt Ltd's compound library against anti-inflammatory biological targets using BioNova Research Institute Pvt Ltd's screening methodology. 2. In vitro testing and characterization of lead compounds identified in the screening phase. 3. Data analysis and identification of a minimum of 3 candidate anti-inflammatory compounds by Month 12 of the Research Project. 4. Preparation of a comprehensive pre-clinical research report summarizing findings and recommendations for further development by Month 18. 3.2 The Research Project commences on the Effective Date and runs for 18 months. 3.3 Note: The scope of this Research Project involving pharmaceutical compound screening and in vitro testing may engage ICMR Ethical Guidelines 2017 and Drugs and Cosmetics Act 1940 regulatory requirements that must be confirmed with a qualified Indian attorney and the applicable Institutional Ethics Committee before research commences. 4. ROLES AND RESPONSIBILITIES 4.1 BioNova Research Institute Pvt Ltd agrees to: 1. Provide all laboratory facilities, equipment, and infrastructure required for compound screening and in vitro testing throughout the Research Project. 2. Assign a Lead Researcher and sufficient qualified research staff to conduct the screening, characterization, and data analysis. 3. Apply and maintain all required institutional ethical approvals and regulatory permissions for laboratory-based pre-clinical research. 4. Conduct all compound screening and in vitro testing using established validated scientific methodology. 5. Collect, record, and analyze all Research Data and deliver monthly progress reports to CureGen Pharmaceuticals Pvt Ltd. 6. Deliver the final pre-clinical research report by Month 18. 4.2 CureGen Pharmaceuticals Pvt Ltd agrees to: 1. Provide access to its compound library as agreed with BioNova Research Institute Pvt Ltd for the duration of the screening phase. 2. Fund the Research Project in the total amount of INR 45,00,000 over 18 months as described in Section 7. 3. Provide regulatory affairs expertise and guidance on pre-clinical development pathways as needed. 4. Lead all Commercialization activities for any Foreground IP arising from the Research Project. 5. RESEARCH GOVERNANCE AND MANAGEMENT 5.1 A Joint Steering Committee comprising one senior representative from each party will oversee the Research Project. 5.2 The Joint Steering Committee will meet monthly via video call or in person in Mumbai to review progress reports, discuss scientific direction, and address any operational issues. 5.3 Scientific and operational disagreements will be escalated to the Joint Steering Committee for resolution. If agreement cannot be reached within 30 days, the dispute resolution process in Section 19 applies. 6. FUNDING AND RESOURCES 6.1 CureGen Pharmaceuticals Pvt Ltd will provide research funding of INR 45,00,000 over 18 months payable in quarterly installments of INR 7,50,000 each, transferred by NEFT to BioNova Research Institute Pvt Ltd's nominated bank account within 15 business days of each quarter start. 6.2 BioNova Research Institute Pvt Ltd will provide quarterly budget utilization reports to CureGen Pharmaceuticals Pvt Ltd within 14 days of each quarter end showing expenditure against the agreed research budget. 6.3 If CureGen Pharmaceuticals Pvt Ltd fails to pay any quarterly installment within 30 days of the due date, BioNova Research Institute Pvt Ltd may suspend research activities until payment is received. 6.4 Note: Income tax treatment of research grant payments received by BioNova Research Institute Pvt Ltd under the Income Tax Act 1961, TDS obligations on research grant payments, and GST on any future Commercialization license fees must be confirmed with a qualified Indian tax advisor. 7. BACKGROUND IP 7.1 BioNova Research Institute Pvt Ltd retains all ownership of its Background IP including its compound screening methodology, laboratory protocols, and any prior research outputs. 7.2 CureGen Pharmaceuticals Pvt Ltd retains all ownership of its Background IP including its compound library, prior formulations, and proprietary pharmaceutical data. 7.3 Each party grants the other a limited non-exclusive license to use their Background IP solely for conducting the Research Project described in this agreement. This license does not extend to any other purpose. 7.4 Neither party may sub-license the other's Background IP to any third party without prior written consent. 7.5 Note: Background IP licensing under the Patents Act 1970 India and the Copyright Act 1957 India must be confirmed with a qualified Indian IP attorney. 8. FOREGROUND IP AND RESEARCH OUTPUTS 8.1 All Foreground IP generated jointly by both parties during the Research Project including anti-inflammatory compound candidates, characterization data, screening methodologies developed for this project, and the pre-clinical research report will be jointly owned 50 percent by BioNova Research Institute Pvt Ltd and 50 percent by CureGen Pharmaceuticals Pvt Ltd. 8.2 Each party must promptly notify the other in writing of any invention or discovery arising from the Research Project that may be patentable. 8.3 Patent filing for any Foreground IP will be decided jointly by the Joint Steering Committee. Costs of joint patent applications will be shared 50:50 between the parties unless otherwise agreed in writing. 8.4 Neither party may assign, license, or transfer their share of Foreground IP to any third party without the prior written consent of the other party. 8.5 Note: Joint patent ownership under the Patents Act 1970 India, inventor designation obligations, and patent filing strategy must be confirmed with a qualified Indian patent attorney before any patent application is filed. 9. PUBLICATION AND DISCLOSURE RIGHTS 9.1 BioNova Research Institute Pvt Ltd has the right to publish research results from the Research Project in academic and scientific journals and at conferences subject to the following conditions: 1. BioNova Research Institute Pvt Ltd must provide CureGen Pharmaceuticals Pvt Ltd with a written copy of any proposed Publication at least 90 days before submission. 2. CureGen Pharmaceuticals Pvt Ltd has 90 days to review the proposed Publication and may request a delay of up to 6 months from the original review notice to allow a patent application to be filed. 3. After the 6-month delay period or after a patent application has been filed, whichever is earlier, BioNova Research Institute Pvt Ltd may proceed with Publication. 9.2 CureGen Pharmaceuticals Pvt Ltd may not be named as a co-author of any Publication without the consent of its contributing researchers. 9.3 Note: The interaction between academic publication rights and patent novelty requirements under the Patents Act 1970 India must be confirmed with a qualified Indian patent attorney before any research results are submitted for publication. 10. COMMERCIALIZATION RIGHTS 10.1 CureGen Pharmaceuticals Pvt Ltd has the right of first negotiation for a commercial license to jointly owned Foreground IP for pharmaceutical development and commercialization purposes. 10.2 If the parties proceed with Commercialization, revenue from any commercial license or sale of Foreground IP will be shared as follows: CureGen Pharmaceuticals Pvt Ltd: 60 percent. BioNova Research Institute Pvt Ltd: 40 percent. 10.3 Commercialization terms including license fees, royalty rates, and territory must be agreed by both parties in writing before any Commercialization agreement is executed. 10.4 Note: Commercialization of pharmaceutical research outputs in India may require Drug Controller General of India approval, clinical trial regulatory compliance, and specific licensing arrangements under the Drugs and Cosmetics Act 1940. Tax treatment of royalty income must be confirmed with a qualified attorney and tax advisor. 11. CONFIDENTIALITY 11.1 Each party will keep all Confidential Information including Research Data, interim results, and business information strictly confidential during the Research Project and for 5 years after termination. 11.2 Exceptions apply where disclosure is required by applicable Indian law, a court order, or qualified professional advisors. 11.3 Neither party may disclose research results that are Confidential Information before the 90-day pre- publication review period in Section 9 has been completed. 12. RESEARCH ETHICS AND REGULATORY COMPLIANCE 12.1 The Research Project will be conducted in compliance with all applicable research ethics requirements. 12.2 BioNova Research Institute Pvt Ltd will apply for and maintain all required institutional ethical approvals from its Institutional Ethics Committee before any research activities involving biological materials or human samples commence. 12.3 Note: ICMR Ethical Guidelines for Biomedical and Health Research 2017, Drugs and Cosmetics Act 1940 pre- clinical research compliance, and any applicable Schedule Y requirements for pharmaceutical research must be confirmed with a qualified Indian attorney and the relevant Institutional Ethics Committee before research commences. 13. DATA OWNERSHIP AND MANAGEMENT 13.1 All Research Data generated during the Research Project is jointly owned by both parties in proportion to their Foreground IP ownership share of 50 percent each. 13.2 Both parties have the right to access and use Research Data for research purposes under this agreement. Neither party may share Research Data with third parties without the other's prior written consent except as required by applicable Indian law or regulatory body requirements. 13.3 BioNova Research Institute Pvt Ltd will store all Research Data securely in laboratory information management systems and will retain data for a minimum of 10 years after project completion. 13.4 Note: DPDP Act 2023 India compliance for any human research data collected during the Research Project, applicable data retention requirements under ICMR guidelines, and any regulatory body data submission obligations must be confirmed with a qualified attorney. 14. RESEARCHER EXCHANGE AND SECONDMENT 14.1 Researcher secondment does not apply under this agreement. CureGen Pharmaceuticals Pvt Ltd's regulatory affairs personnel may visit BioNova Research Institute Pvt Ltd's laboratory for up to 5 days per quarter for progress review purposes by mutual written agreement. 15. REPRESENTATIONS AND WARRANTIES 15.1 BioNova Research Institute Pvt Ltd represents it has the authority to enter this agreement, that it has the right to use its Background IP for this Research Project, that it holds required laboratory certifications, and that it will conduct all research activities with reasonable scientific skill and care. 15.2 CureGen Pharmaceuticals Pvt Ltd represents it has the authority to enter this agreement, that it has the right to provide access to its compound library for this Research Project, and that it will fulfil its funding obligations. 16. TERM AND RENEWAL 16.1 This agreement covers the 18-month Research Project from the Effective Date. 16.2 Either party may propose an extension in writing at least 60 days before expiry. Extension requires written consent of both parties. 16.3 On expiry, Foreground IP and jointly owned Research Data rights continue as described in Sections 8 and 13. Confidentiality obligations continue for 5 years after expiry. 17. TERMINATION 17.1 Either party may terminate for convenience with 60 days written notice. 17.2 Either party may terminate for material breach with 30 days written notice and a 30-day cure period. 17.3 Either party may terminate immediately on the other's insolvency. 17.4 On termination, Foreground IP and Research Data generated to the date of termination remain jointly owned 50:50. BioNova Research Institute Pvt Ltd retains the right to publish results generated to that date subject to the 90-day review process. CureGen Pharmaceuticals Pvt Ltd retains its right of first negotiation for Commercialization of any Foreground IP generated to that date. All Confidential Information obligations survive termination. 18. GOVERNING LAW AND DISPUTES 18.1 Laws of Maharashtra India and the Patents Act 1970 govern this agreement. 18.2 Disputes proceed through direct negotiation then binding arbitration in Mumbai. SIGNATURE BLOCK: Note: Both parties must have this agreement reviewed by a qualified Indian attorney, patent attorney, and tax advisor before signing. Patents Act 1970 joint ownership obligations, ICMR ethics compliance, Drugs and Cosmetics Act 1940 pre-clinical regulatory compliance, DPDP Act 2023 for human research data, income tax on research grant income, GST on Commercialization fees, and publication embargo mechanics must all be confirmed before the Research Project commences. BioNova Research Institute Pvt Ltd (Lead Party) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ CureGen Pharmaceuticals Pvt Ltd (Collaborating Party) Signature: ________________ Name: ____________________ Title: ___________________ Date: ____________________ -------------------------------------------------- This Research Collaboration Agreement draft was generated by an AI drafting tool as a structured preparation and documentation aid only. It does not constitute legal or financial advice. Collaboration does NOT guarantee specific research outcomes or commercial success. Always have this document reviewed by a qualified Indian attorney and patent attorney before either party signs. --------------------------------------------------