Summary
Advy Biosciences Private Limited supplied immunogens and protocols to Swaraj Lifesciences Private Limited, which maintained a herd of over 400 goats to produce anti-human IgG (Fc) serum under a 2025 Supply Agreement. After Swaraj Lifesciences issued a termination notice, Advy Biosciences sought interim protection before arbitration. The Bombay High Court partly allowed the petition, freezing disposal of the herd, preserving plasma and records, appointing a Court Commissioner, and restraining misuse of confidential information, while balancing the equities through deposits. The ruling matters because it separates contractual confidentiality from patent rights and shows how courts craft practical interim relief for biological assets
Background
A herd of more than 400 goats, immunised and maintained over years to yield a specialised antiserum, sat at the centre of a supply relationship that collapsed in August 2026, raising a sharp question on the protection of confidential information when no patent stands behind the process.
Advy Biosciences Private Limited (formerly Advy Chemical Private Limited) (“Advy Biosciences”) and Swaraj Lifesciences Private Limited (“Swaraj Lifesciences”) had dealt with each other since 2019. Under a Supply Agreement dated 1 April 2025, Swaraj Lifesciences had to maintain at least 400 productive goats to supply anti-human IgG (Fc) serum, using immunogens and immunisation protocols that Advy Biosciences contributed. Advy Biosciences says 418 goats were kept when the dispute arose; four have since died, leaving 414. Swaraj Lifesciences issued a termination notice on 24 August 2026. The Livestock Supervisor stationed at the farm under Clause 3.11 left on 4 September 2026, which Advy Biosciences says happened under pressure.
Advy Biosciences approached the Bombay High Court under Section 9 of the Arbitration and Conciliation Act, 1996 (“Arbitration Act”), seeking interim protection before arbitration under Clause 10.2, which seats proceedings in Mumbai. Swaraj Lifesciences says the goats are its own, and that it spends about Rs. 28,07,567 a month on the herd. The court partly allowed the petition on 23 October 2026.
Issues
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- Whether the court can grant interim measures under Section 9 of the Arbitration Act before a tribunal exists, given Clauses 10.1 and 10.2.
- Whether Advy Biosciences showed prima facie that the termination notice of 24 August 2026 ignored the notice and 30-day cure requirements of Clause 8.3(i).
- Whether the absence of a patent defeats a claim to protection of confidential information under the Supply Agreement.
- Whether supplying immunogens and protocols establishes ownership of the goats.
- Whether the interim tests justify preserving the herd and plasma, and whether a receiver or a Court Commissioner is the apt safeguard.
Advy Biosciences’ Arguments
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- The termination was invalid because Clause 8.3(i) requires a notice specifying the default, the steps needed to remedy it, and a 30-day cure period, and the email of 24 July 2026 met none of these requirements and was not sent in the manner Clause 8.7 requires.
- The email of 28 August 2026, which offered to withdraw the termination only on new commercial terms, shows the real aim was to rewrite the arrangement.
- The productivity of the goats depends on continued immunisation using Advy Biosciences’ proprietary material and protocols, so disclosure of confidential information or disruption of the schedule would cause irreparable harm.
Swaraj Lifesciences’ Arguments
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- The goats belong to Swaraj Lifesciences, which bought, reared and maintained them at its own cost.
- Advy Biosciences failed to place minimum orders and delayed payments.
- Swaraj Lifesciences does not intend to slaughter the goats or sell blood-derived products.
- Relief is barred under Sections 14 and 41(h) of the Specific Relief Act, 1963, because the court cannot supervise ongoing animal care.
- Advy Biosciences holds no patent over the immunogen or plasma, so no exclusive right exists to protect.
Court’s Analysis
Interim protection before the tribunal exists
The court noted that Clause 10.2 provides for arbitration seated in Mumbai and Clause 10.1 vests jurisdiction in the Mumbai courts, so the petition was properly before it. The court observed that Section 9 of the Arbitration Act permits interim measures before a tribunal is constituted, but only if the petitioner commences arbitration and complies with Section 9(2). The court held that the usual tests of prima facie case, balance of convenience and irreparable harm govern the relief, and it applied Adhunik Steels and Essar House for that framework.
Termination left for the tribunal
The court reasoned that it need not decide whether Advy Biosciences was in default. The court found that Advy Biosciences had shown, prima facie, that the requirements of Clause 8.3(i) were not demonstrated to have been followed before the termination notice issued, and that the contents, service and cure period of the 24 July 2026 email needed full consideration. The court stated that this carried no finding of bad faith against Swaraj Lifesciences.
Confidentiality does not depend on a patent
The court observed that Swaraj Lifesciences’ point about the missing patent does not answer every question on protection of confidential information. The court distinguished patent rights, which give a statutory monopoly, from contractual confidentiality obligations, which bind the parties by agreement irrespective of patentability. The court opined that both sides must preserve and not misuse the relevant information, while ownership and protectability of the process remain open. This reasoning shows that protection of confidential information can rest on the contract even where the underlying biological process is unpatented and treated disruption of immunisation or disclosure of confidential material as harm that money cannot repair.
Ownership of the herd left open
The court noted that supplying immunogens and protocols does not, without more, establish that Advy Biosciences owns the goats. The court held that ownership, the Minimum Order Commitment and the competing loss claims are reserved for arbitration.
A Court Commissioner instead of a receiver
The court found that appointing a receiver was unwarranted because Swaraj Lifesciences is already in possession and a receiver could disrupt veterinary care. The court reasoned that a Court Commissioner assisted by a veterinary expert could inventory the plasma and verify the herd without interfering with animal welfare. The court stated that the equities balance only if Swaraj Lifesciences is protected financially, and it therefore tied the interim protection to deposits and to Advy Biosciences bearing feed and veterinary costs.
Findings
In view of the observations and the arguments presented by both the parties, the Bombay High Court held that:
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- The petition is partly allowed, with no order as to costs.
- Swaraj Lifesciences must not sell, transfer, slaughter or dispose of the 414 goats, or others the Commissioner identifies, subject to exceptions for urgent veterinary treatment and government-mandated action.
- Proper care and immunisation must continue, with herd-health disputes going first to a qualified veterinarian.
- Advy Biosciences may keep one Livestock Supervisor at the farm, who may not take over management.
- Swaraj Lifesciences may not sell or transfer the products or plasma, or use or disclose Advy Biosciences’ confidential material, except as needed to care for the herd.
- The 248 bottles of plasma and all health, immunisation, plasma and CCTV records must be preserved.
- A Court Commissioner with veterinary assistance must inspect within seven days where possible and report within fourteen days thereafter.
- Advy Biosciences must deposit Rs. 57,34,529.78 against pending invoices and Rs. 20,25,592 as security within seven days, and bear herd costs of Rs. 28,07,567 per month provisionally, without any finding on ownership.
- Swaraj Lifesciences must not act on the termination notice to the extent it would defeat the order, though the court did not declare the termination invalid.
- Ownership, patentability, confidentiality, exclusivity and breach remain undecided, and Advy Biosciences must commence arbitration within ninety days.
Case Citation: Advy Biosciences Private Limited v. Swaraj Lifesciences Private Limited, Commercial Arbitration Petition (L) No. 32064 of 2026 (2026:BHC-OS:22950), Bombay High Court, decided on 23 October 2026. Available at https://indiankanoon.org/doc/75899085/.
Authored by Gaurav Mishra, IP Attorney, BananaIP Counsels