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4. Another attempt was made by respondent No. 1 to terminate the agreement by notice dated October 2, 1995 on the ground of the petitioner having transferred their exclusive rights to market the contracted product to Brawn Pharmaceuticals Ltd. without prior approval in writing from respondent No.1. The petitioner is stated to have informed respondent No.1 by its letter dated November 29, 1995 that there was no authorisation in favour of Brawn Pharmaceuticals Ltd. to market the product of respondent No. 1 and clearly there was no violation of the terms of the agreement.

12. Besides the disentitlement of the petitioner to any relief due to inordinate delay and laches it is also stated in the reply of the respondents that respondent No.1 had entered into an agreement with the petitioner and not with Brawn Pharmaceuticals Limited which was entirely different and distinct entity, and till date the petitioner had not been able to obtain requisite licence and permissions in its name. It is also stated that in Article 6 of the agreement the petitioner had expressly undertaken to observe confidentiality and secrecy in respect of the valuable secrets and proprietary know-how information and data disclosed to it by respondent No.1 under the terms of the agreement and the petitioner having committed breach of the covenant of secrecy and confidentiality by divulging and passing on the know-how, information and data to Brawn Pharmaceuticals Ltd., which information was used by Brawn Pharmaceuticals Ltd. to make an application to Government of India for manufacturing the product, respondent No.1 had rightly cancelled and terminated the agreement. The petitioner was stated to have no production capacity and capability to manufacture the contracted product and it was only Brawn Pharmaceuticals Ltd. which had certain production facilities on which no reliance could be placed by the petitioner for enforcement of the agreement.