EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of the 1 July 2017, between Biogenics Ltd. a corporation incorporated
under the laws of India and having its principal place of business at Singapore (the “Employer”); Dhruv
and Daniel of NCT Delhi in India (the “Employee”).
WHEREAS the Employer desires to obtain the benefit of the services of the Employee as a research
scientist, and the Employee desires to render such services on the terms and conditions set forth.
IN CONSIDERATION of the promises and other valuable consideration (the sufficiency and receipt of
which are hereby acknowledged) the parties agree as follows:
Employment
The Employee agrees that he will at all times faithfully, industriously, and to the best of his skill, ability,
experience, and talents, perform all of the duties required of his position. In carrying out these duties and
responsibilities, the Employee shall comply with all Employer policies, procedures, rules, and
regulations, both written and oral, as are announced by the Employer from time to time. It is also
understood and agreed to by the Employee that his assignment, duties and responsibilities, and reporting
arrangements may be changed by the Employer in its sole discretion without causing termination of this
agreement.
Position Title
As a Scientist, the Employee is required to perform the following duties and professionally undertake the
following responsibilities.
Research in Chrona Virus Vaccine.
Malaria related research
Other duties as may arise from time to time and as may be assigned to the employee.
Compensation
As full compensation for all services provided the employee shall be paid INR 85000. Such
payments shall be subject to such normal statutory deductions by the Employer.
May wish to include bonus calculations or omit in order to exercise discretion.
The salary mentioned in paragraph (l)(a) shall be a review on an annual basis.
All reasonable expenses arising out of employment shall be reimbursed assuming the same
have been authorized prior to being incurred and with the provision of appropriate receipts.

Termination
The Employee may at any time terminate this agreement and his employment by giving not
less than two weeks written notice to the Employer.
The Employer may terminate this Agreement and the Employee’s employment at any time,
without notice or payment in lieu of notice, for sufficient cause.
The Employer may terminate the employment of the Employee at any time without the
requirement to show sufficient cause pursuant to (b) above, provided the Employer pays to
the Employee an amount as per statutory requirement or other such legislation as may be in
effect at the time of termination. This payment shall constitute the employees’ entire
entitlement arising from said termination.
The employee agrees to return any property of the corporation at the time of termination.
Garden Leave Clause
i. The employee will provide a Notice of Termination to the Company no less than 30 days prior to any
termination of employment (whether for Good Reason or without Good Reason) during the Term of
Employment, and the Company will provide a Notice of Termination to Executive no less than 30 days prior
to any termination of employment for Cause or without Cause during the Term of Employment; provided
that the Company may elect to terminate the Garden Leave and Executive’s employment at any time during
the Garden Leave if the employee is terminated for Cause.
ii. During this 30 days’ notice period (the “Garden Leave”), the employee will continue to be an employee of
the Company and will make himself available to provide such services directed by the Company that is
reasonably consistent with his position and continue to be paid his Base Salary and to be eligible to
participate in the Company’s benefits programs but will not be eligible to earn an annual bonus with respect
to a calendar year that ends after the commencement of the Garden Leave.
iii. During the Garden Leave, the Company may require Employee to resign from any position with the
Company and/or remove any or all of Employee duties or responsibilities, which will not constitute Good
Reason or otherwise be a violation of this Agreement.
iv. Executive agrees that he will not commence employment with any entity during or in connection with the
commencement of the Garden Leave.
v. During the Garden Leave, Employee will take all steps reasonably requested by the Company to effect a
successful transition of client and customer relationships to the person or persons designated by the
Company.
vi. Notwithstanding the foregoing, the Company in its sole discretion may waive all or any portion of the 30
days’ notice requirement by providing written notice to Employees accelerating the last day of the Garden
Leave period; provided that the Company’s exercise of its right to waive all or any portion of the 30 days’
notice requirement and accelerate the last day of the Garden Leave period will not be treated as a
termination of Employees employment by the Company without Cause or as giving Employees any basis
for terminating his employment for Good Reasons.
Non-Competition (refer Annexure 1)
It is further acknowledged and agreed that following termination of the employee’s
employment with Biogenics Ltd. for any reason the employee shall not hire or attempt to
hire any current employees of Biogenics Ltd. It is further acknowledged and agreed that
following termination of the employee’s employment with Biogenics Ltd. for any reason the
employee shall not solicit business from current clients or clients who have retained in the 6
months immediately preceding the employee’s termination.
Non-Disclosure (refer Annexure 2)
After expiration or termination of this agreement, the employee agrees to respect the
confidentiality of Biogenics Ltd. patents, trademarks, and trade secrets, and not to disclose
them to anyone.
Employee agrees not to make use of research done in the course of work done for Biogenics
Ltd. while employed by a potential competitor.
Employee agrees and acknowledges that any disclosure of any Confidential Information
prohibited herein or any breach of the provisions herein may result in irreparable injury and
damage to Biogenics Ltd. which will not be adequately compensable in monetary damages,
that if no adequate remedy at law thereof, and that the company may, in addition to all other
remedies available to it at law or equity, obtain such preliminary, temporary or permanent
mandatory or restraining injunctions, orders or decrees as may be necessary to protect the
interest of the Company.
Arbitration
i. Any controversy or claim arising out of or relating to Employee’s employment (including co-employment), Employee’s separation from employment,
and this Agreement, including, but not limited to, claims or actions brought pursuant to national, state, or local laws
ii.

regarding payment of wages, tort, discrimination, harassment, retaliation and breach of any condition of the contract, except where specifically
prohibited by law, shall be referred to and finally resolved exclusively by binding arbitration in Delhi, India.
iii. The arbitration will be by a sole arbitrator selected by the parties, and judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.
iv. The arbitration clause and agreement will be governed by Indian Laws whereas the seat of arbitration will be Singapore.
v. The parties specifically agree that the arbitrator has the right to determine whether a claim is arbitrable under this Agreement. This Agreement binds
Employee and the Co- Employers, which means none of those persons or entities can sue any of the others in a court of law. Notwithstanding the
above, Employee agrees that there will be no right or authority, and hereby waives any right or authority, for any claims within the scope of this
Agreement to be brought, heard or arbitrated as a class or collective action, or in a representative or private attorney general capacity on behalf of a
class of persons or the general public.
vi. Filing and arbitrator fees shall be in accordance with the arbitration rules and any applicable laws. The arbitrator shall have the authority to apportion
the filing fee and costs of arbitration with the presumption that the prevailing party shall be entitled to recover all legitimate costs. Unless provided by
statute to the contrary, each party shall bear its/his/her own attorneys’ fees. Notwithstanding the provisions of this paragraph, nothing in this
Agreement precludes Employee from filing charges with a governmental agency.
vii. This Agreement shall survive the termination of the employee’s employment, and can only be revoked or modified by a writing signed by the parties
that specifically states an intent to revoke or modify this Agreement.
viii. This is the complete agreement of the parties on the subjects of informal dispute resolution procedures and the arbitration of disputes. This Agreement
supersedes any prior or contemporaneous oral or written understanding of these subjects. No parties relying on any representations, oral or written, on
these subjects of the effect, enforceability, or meaning of this Agreement, except as specifically set forth in this Agreement.
ix. This Agreement is not, and shall not be construed to create, a contract of employment for a certain term, express or implied. The employee’s
employment with the Company is at will and may be terminated by either the Company or the employee at any time, with or without cause and with
or without prior notice.
x.

The mutual promises to arbitrate any differences, rather than litigate them before courts or other bodies, provide consideration for each other. The
hiring and/or continuation of employment of the Employee by the Company provides further consideration for this Agreement.
xi. This Agreement shall inure to the benefit of and shall be binding upon the predecessors, successors, and assigns of the parties hereto, and each of
them. This Agreement is not intended to constitute a third-party beneficiary contract.
Laws

This agreement shall be governed by the laws of India.

Entire Agreement

This Agreement contains the entire agreement between the parties, superseding in all respects any and all prior

oral or written agreements or understandings pertaining to the employment of the Employee by the Employer

and shall be amended or modified only by a written instrument signed by both of the parties hereto.

Severability

The parties hereto agree that in the event any article or part thereof of this agreement is held to be unenforceable

or invalid then said article or part shall be struck and all remaining provision shall remain in full force and effect.

IN WITNESS WHEREOF the Employer has caused this agreement to be executed by its duly authorized officers

and the Employee has set his hand as of the date first above written.

 
 SIGNED, SEALED, AND DELIVERED in the presence of

Daniel
Roger (HR Head)
 

 
(Name & Signature of the employee)  
(Name & Signature of Employer Rep)