CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (hereinafter referred to as “the Agreement”) is made at

NOIDA on this 1st Day of Sep-2010

BETWEEN

JUBILANT ORGANOSYS LTD, a Company incorporated under the Companies Act, 1956 under
Co. No. 20-04624 dated 21st June 1978 having its registered office at Bhartiagram, Gajraula, Dist
Jyotiba Phoolay Nagar, Uttar Pradesh, India Pin code 244223 and its corporate office at I-A, Sector
16-A, Institutional Area, Noida – 201 301, India, (hereinafter referred to as “the Disclosing Party”),
which expression shall, unless repugnant to the context thereof, mean and include its successors
and assigns of the ONE PART.

AND

VISHNU CHEMICALS LIMITED, a company registered under the Companies Act, 1956 and having
its registered office situated at 6-3-662/B/A, Flat No.1, Suvarna House,
Sangeethnagar Colony, Somajiguda, Hyderabad-500 082
India; (hereinafter referred to as “the Recipient”), which expression shall, unless repugnant to the
context thereof, mean and include its successors and assigns of the OTHER PART.

Jubilant and the Recipient are hereinafter jointly referred to as “the Parties”.

1
WHEREAS

1. The Parties hereto are desirous of entering in to a business relationship and in this regard
for the purposes of preliminary negotiations and to arrive at a possible business
relationship, the Disclosing Party needs to disclose certain information, to the Recipient,
which could be critical and peculiar to its business (hereinafter referred to as the
“Purpose”);

2. The Parties are now desirous of entering into and being bound by the terms of this
Agreement prior to disclosing to each other any Confidential Information.

IT IS HEREBY AGREED AS FOLLOWS:

Now this Agreement witnesses and it is hereby Agreed by and between the parties as follows:-

1. Confidential Information

a. For the purposes of this Agreement, Confidential Information means all information
related to the Purpose and disclosed under this Agreement, whether written, oral or
in any other form, including without limitation information developed and acquired
under this Agreement, presentations, analyses, studies, patent applications,
manufacturing processes, trade secrets, technology, financial information,
information concerning product differentiation, assays, formula, product positioning,
strategic and market research information, other relevant marketing information,
clinical data, and other tangible and intangible information. Confidential Information
must be clearly marked “Confidential” and information disclosed in oral form shall
be deemed Confidential Information only to the extent that it is confirmed in writing
to the Recipient and marked “Confidential” within thirty (30) days after the date of
oral disclosure or if it is such nature that it is ordinarily deemed “Confidential”.

b. Confidential Information shall not include any information that:

i. is or becomes available to the public other than as a consequence of a

breach by the Recipient of any duty of confidentiality, or

ii. Recipient received from a source not bound to the Disclosing Party by
obligations of confidentiality, or

iii. Recipient developed independently without reliance upon the Confidential

Information, or

iv. was already in the public domain at the time when such information is
disclosed by the Disclosing Party to the Recipient.

2
2. Disclosure and Use Restrictions

The Recipient undertakes to the Disclosing Party that:

a. the Recipient will use the Confidential Information only for the Purpose and any
statistical or analytical purposes provided that no such Confidential Information is
identifiable as belonging to the Disclosing Party;

b. the Recipient will treat and safeguard as private and confidential all the Confidential
Information received or held by the Recipient at any time and will not without the
prior written consent of the Disclosing Party disclose the Confidential Information to
any person other than its employees and/ or advisors on a need to know basis and
who shall be informed by the Recipient of the confidential nature of the information.
The Recipient shall procure that the Recipient’s employees or advisors or
representatives or any person to whom such Confidential Information has been
disclosed by the Recipient with the prior approval of the Disclosing Party shall
observe the terms of this Agreement and the Recipient shall be responsible for any
breach of this Agreement by any of them; and

c. if the Recipient becomes compelled by operation of law to disclose any of the

Confidential Information, the Recipient will immediately give written notice of such
legal order (if permitted by the applicable law or statutory or court order) to the
Disclosing Party and shall fully cooperate with the Disclosing Party to protect
confidentiality of such information. In case if in any such event, the Recipient is
required to disclose Confidential Information, it shall disclose only that part of the
Confidential Information that the Recipient is legally required to disclose, and to use
best efforts to obtain an assurance that the Confidential Information disclosed
would be treated as confidential.

3. Return of Confidential Information

Subject to terms of clause 1 (b) above, if so requested by the Disclosing Party, the
Recipient will promptly destroy or cause to be destroyed, or return or cause to be
returned to the Disclosing Party, all Confidential Information received from or on
behalf of the Disclosing Party, including all copies or duplicates of such Confidential
Information, and all summaries, analyses, compilations, studies, notes, memos or
other documents which contain or reflect any Confidential Information.

4. Non – Disclosure of Business Relationship

In addition to the understandings set forth herein with respect to the Confidential
Information, the Recipient agrees that it will keep strictly confidential and will not,
without the prior written permission of the Disclosing Party, disclose to any third
party, the existence or any aspect of any ongoing negotiations, discussions or
business dealings between the Disclosing Party and the Recipient.

3
5. Exclusion of Warrantees

a. The Parties acknowledge that Confidential Information is provided on “as is” basis
and without any representation or warranty, express or implied, as to the accuracy
or completeness of Confidential Information, including, without limitation, any
implied warranty of merchantability or fitness for a particular purpose, or any
warranty that the use of Confidential Information will not infringe or violate any
patent or other proprietary rights of any third party. Acceptance of Confidential
Information will constitute acceptance by the Recipient of liability for any damages
or injuries resulting from its possession or use of Confidential Information.

b. Nothing contained herein shall oblige any party hereto to enter into any
other/further agreement as a consequence of disclosure made under this
agreement.

6. Indemnity

The Recipient undertakes to indemnify the Disclosing Party against all direct
losses, damages, claims and proceedings which Disclosing Party may incur as a
result of breach of the terms of this Agreement by the Recipient or its employees or
advisors or representatives or any person to whom such Confidential Information
has been disclosed by the Recipient with the prior approval of the Disclosing Party.

7. Remedy

The Recipient acknowledges that monetary damages alone shall not be an

adequate remedy for breach of the Recipient’s obligations under this Agreement. In
addition to any other remedy, which may be available in law or equity, the
Disclosing Party shall also be entitled to interlocutory injunctive relief to prevent a
breach of this Agreement.

8. Governing Law; Jurisdiction

This Agreement is governed by, and shall be construed in accordance with the laws
of India and the parties irrevocably and unconditionally agree to submit to the
exclusive jurisdiction of the Courts of NOIDA.

9. Arbitration

Any dispute relating to or arising from the provisions or performances of this

Agreement or the interpretation of the Agreement between the parties shall be
amicably resolved by mutual discussions. In the event no amicable resolution or
settlement is reached within a period of 30 days from the day on which the
dispute(s) or difference(s) arose, such dispute(s) or difference(s) shall be referred
to an arbitral tribunal consisting of three arbitrators one each to be appointed by
both parties and the third to be appointed by both the arbitrators. The arbitrator(s)

4
 shall pass a speaking award. The place of arbitration shall be NOIDA. The decision
and award resulting from such arbitration shall be final and binding on the Parties.

10. Term

The agreements, obligations, warranties and undertakings on the Recipient’s part

set out in this Agreement will continue in full force for a minimum period of 20 years
from the Execution Date. The Recipient shall not disclose the Confidential
Information to any third party during this tenure.

11. Miscellaneous Provisions

a. No failure, delay or indulgence by the Disclosing Party in exercising any power or

right under this Agreement shall operate as a waiver of that power or right nor shall
a single or partial exercise of any such power or right preclude further exercise of
that power or right or the exercise of any other power or right under this Agreement.

b. Captions used in this agreement are only for the purpose of convenience and shall
not in any way effect the meaning or import of any provision hereof.

c. If any part of this Agreement is held by any court of competent jurisdiction to be

illegal, void or unenforceable, such determination shall not impair the enforceability
of the remaining parts of this Agreement that shall remain in full force.

IN WITNESS whereof the parties hereto have duly executed these presents at the place and
the day, month and year first above written

Signed and delivered by the within named Signed and delivered by the within named
JUBILANT ___

Signature Signature
Name Name

Designation Designation

In presence of In presence of

1 2