Exhibit 10.3





 


Share
Sale and Purchase Agreement


 


Bioxyne Limited 


 


and


 


Mariposa Health Limited


 


and


 


Hunter Immunology Pty Limited


 


HWC
BSWORTH


LAWYERS


 


Level 14, Australia Square


264-278 George Street


SYDNEY NSW 2000 DX


129 SYDNEY


ABN 37 246 549 189


Tel:      (02)
9334 8555


Fax:      1300
369 656


 


www.hwiebsworth.corn.au


Ref: GH:US:297783


 






    	 



    	 



    

 


Table of
Contents


 


	1.	Definitions and
    interpretation	5
	 	 	 	 
	 	1.1	Definitions	5
	 	 	 	 
	 	1.2	Interpretation	7
	 	 	 	 
	 	1.3	Business Day	8
	 	 	 	 
	2.	Conditions precedent	8
	 	 	 	 
	 	2.1	Conditions	8
	 	 	 	 
	 	2.2	Cut-off date	8
	 	 	 	 
	 	2.3	Best endeavours	9
	 	 	 	 
	 	2.4	Amendment and waiver	9
	 	 	 	 
	 	2.5	Rights after termination	9
	 	 	 	 
	3.	Sale Shares	9
	 	 	 	 
	 	3.1	Sale and Purchase	9
	 	 	 	 
	 	3.2	All of the Sale Shares	9
	 	 	 	 
	 	3.3	Title to the Sale Shares	9
	 	 	 	 
	4.	Deposit	9
	 	 	 
	5.	Purchase Price	10
	 	 	 	 
	 	5.1	Purchase Price	10
	 	 	 	 
	 	5.2	No embarrassment	10
	 	 	 	 
	 	5.3	Method of payment	11
	 	 	 	 
	6.	Completion	11
	 	 	 	 
	 	6.1	Completion Date	11
	 	 	 	 
	 	6.2	Vendor's obligations	11
	 	 	 	 
	 	6.3	Purchasers obligations	12
	 	 	 	 
	 	6.4	Company's obligations	13
	 	 	 	 
	 	6.5	Conditions of Completion	13
	 	 	 	 
	7.	Warranties	13
	 	 	 	 
	 	7.1	Mutual representations and warranties	13
	 	 	 	 
	 	7.2	Vendor's Warranties	14
	 	 	 	 
	 	7.3	Purchaser warranties	14
	 	 	 	 
	 	7.4	independent warranties	14
	 	 	 	 
		7.5	Limitation on Claims for Breach
    of Warranty	14
	 	 	 	 
	8.	Post-Completion
    repayment of R&D expenses	14
	 	 	 	 
	 	8.1	R&D expenses to be repaid
    as and when received	14
	 	 	 	 
		8.2	Purchaser to procure lodgement
    of claim and payment of funds received	14
	 	 	 	 
	 	8.3	Right of inspection	15
	 	 	 	 
	9.	Exclusivity	15
	 	 	 	 
	 	9.1	No-talk restriction	15
	 	 	 	 
	 	9.2	Exception to no-talk	15
	 	 	 	 
	 	9.3	No-shop restriction	15





 






    	 



    	 



    

 





	10.	Publicity and confidentiality	15
	 	 	 
	 	10.1	Announcements	15
	 	 	 	 
	 	10.2	Publicity	16
	 	 	 	 
	 	10.3	Confidentiality	16
	 	 	 	 
	11.	Notices	16
	 	 	 
	 	11.1	Form of notice	16
	 	 	 	 
	 	11.2	Receipt	17
	 	 	 	 
	 	11.3	Address for notices	17
	 	 	 	 
	12.	General	17
	 	 	 
	 	12.1	Entire agreement	17
	 	 	 	 
	 	12.2	Assignment	17
	 	 	 	 
	 	12.3	Variation	18
	 	 	 	 
	 	12.4	Costs and expenses	18
	 	 	 	 
	 	12.5	Waiver	18
	 	 	 	 
	 	12.6	Severance	18
	 	 	 	 
	 	12.7	Counterparts	18
	 	 	 	 
	
	12.8	Further assurances	19
	 	 	 	 
	 	12.9	Governing law and jurisdiction	19


 




    	 



    	 



    

 


Share
Sale and Purchase Agreement


 


	Date

         

         

        Parties
        

         
	 

        24 February 2014

         

         

        Bioxyne Limited ACN 084
        464 193 of Suite 404,
        25 Lime Street, Sydney NSW 2000

        (Vendor)

         

        Mariposa Health Limited
        ACN 134 154 680 of Suite 6, 61 Avalon Parade, Avalon Beach NSW 2107

         

        (Purchaser)

         

        Hunter Immunology Pty
        Limited ACN 106 556 094 of ci- Traverse Accountants, Suite 404, 25 Lime Street, Sydney NSW 2000

         

        (Company)



 


Recitals


 


		A.	The
                                         Vendor is the registered holder of the Sale Shares.



 


		B.	The Vendor
                                         is an ASX listed public company which has two operating business units:



 


		(a)	a
                                         sales and distribution business involving the marketing and distribution of probiotics
                                         and other bio-pharmaceuticals for human consumption; and



 


		(b)	a
                                         biotechnology business involving the development of bio-molecular technology for commercial
                                         applications in consumer health, functional foods and pharmaceutical products including
                                         the HI-164 Oral Vaccine.



 


		C.	The Company
                                         is the holder of all intellectual property rights and chemicals and biological materials
                                         in relation to the Hl-164 Oral Vaccine.






 


		D.	The
                                         Purchaser operates a pharmaceuticals development business that holds certain Chronic
                                         Obstructive Pulmonary Disease (COPE)) technologies
                                         and the Purchaser wishes to augment its COPD technologies with the Hl-164 Oral Vaccine.



 


		E.	The Vendor
                                         wishes to sell to the Purchaser and the Purchaser wishes to purchase the Sale Shares
                                         on the terms and conditions set out in this Agreement.



 




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	Share Sale and Purchase Agreement 	HWL Ebsworth







 


 The parties agree, in consideration
of, among other things, the mutual promises contained in this Agreement as follows:


 


		1.	Definitions
                                         and interpretation



 


		1.1	Definitions



 


In this Agreement, unless
the context requires otherwise:


 


Accounts
means the accounts of the Company as at and for the six month period ended 31 December 2013;


 


ASIC
means the Australian Securities and Investments Commission;


 


ASX
means ASX Limited ACN 008 624 691 or the securities exchange market operated by the ASX,
as the context requires;


 


ASX
Listing Rules means the official listing rules issued and enforced by the ASX as amended
from time to time;


 


Business
Day means a day on which banks are open for business in the State of New South Wales, Australia,
excluding a Saturday, Sunday or public holiday;


 


Claim
means any allegation, debt, cause of action, Liability, claim, proceeding, suit or demand
of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at law, in
equity, under statute or otherwise;


 


Completion
means the time at which the transfer of the Sale Shares is completed, the issue and allotment
of the Consideration Shares occurs and the other steps required under clause 6 are performed;


 


Completion
Date means 24 February 2014 or such other date as the parties agree in writing;


 


Consideration
Shares means 1,969,697 MHL Shares issued or to be issued at the Issue Price under clause
5.1(a)(iv) representing approximately 5% of the fully diluted equity in the issued capital of the Purchaser;


 


Constitution
means the constitution of the Company; Corporations
Act means Corporations Act 2001 (Cth); Deferred
Consideration means $1,000,000;


 


Deposit
means $17,500;


 


Duty
means any stamp, transaction or registration duty or other similar charge imposed by any
Government Agency and includes, without limitation, any interest, fine, penalty, charge or other amount imposed in respect of
the above but excludes any tax;


 


Encumbrance
means any:


 


		(a)	security
                                         for the payment of money or performance of obligations, including a mortgage, charge,
                                         lien, pledge, trust, power or title retention or flawed deposit arrangement and any "security
                                         interest" as defined in section 12(1) or 12(2) of the PPSA; or



 


		(b)	any
                                         "security interest" as defined in section 12(3) of the PPSA; or



 







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	Share Sale and Purchase Agreement 	HWL Ebsworth





 


		(c)	right,
                                         interest or arrangement which has the effect of giving another person a preference, priority
                                         or advantage over creditors including any right of set-off; or



 


		(d)	right
                                         that a person (other than the owner) has to remove something from land (known as a profit
                                         a prendre), easement, public right of way, restrictive or positive covenant, lease, or
                                         licence to use or occupy; or



 


		(e)	third
                                         party right or interest or any right arising as a consequence of the enforcement of a
                                         judgment,



 


or any agreement to create
any of them or allow them to exist;


 


Exclusivity
Period means the period from and including the date of the Term Sheet and ending 120 days from the date of the Term Sheet
being 30 March 2014;


 


Government
Agency means any government, governmental, semi-governmental, administrative, fiscal, judicial or regulatory body, court,
department, commission, authority, tribunal, agency or entity in any relevant jurisdiction;


 


HI-164
Oral Vaccine means the Company's oral vaccine (proposed to be developed) which uses the application of mucosal immunology
to treat common human diseases and which works by controlling bacterial infections of airways damaged by toxins and which is supported
by the Patents;


 


Immediately
Available Funds means cash, bank cheque or such other method agreed by the parties;


 


initial Purchase Price
means $157,500;


 


Intellectual
Property means all intellectual property rights including current and future registered and unregistered rights in respect
of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents (including the
Patents), invention and discoveries and all other intellectual property as defined in Article 2 of the Convention Establishing
the World Intellectual Property Organisation 1967 including as expressed in all reports, clinical trial documents and correspondence
relating to the HI-164 Oral Vaccine;


Intellectual Property
Rights means any right or interest in the Intellectual Property; issue Price means 16,5 cents per MHL Share;


 


Liability
means any debt or other monetary liability or penalty, fine or payment or any liabilities (whether actual, contingent or prospective),
losses, damages, costs and expenses of whatsoever nature or description including without limitation, any loans;


 


Lonza
Debt means the debt in the approximate amount of $60,000 owing to Lonza Sales Ltd by the Company, a copy of the tax invoice
is set out in Annexure A;


 


MHL Share means
a fully paid ordinary share in the capital of the Purchaser;


 


Official
List means the official list of entities that the ASX has admitted and not removed from listing;


 


Official
Quotation or Officially Quoted means officially quoted on the ASX;


 


Ordinary
Shares means Shares having the rights and being subject to the restrictions of ordinary shares contained in the Constitution;


 


PPSA means the
Personal Property Securities Act 2009 (Cth);


 










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	Share Sale and Purchase Agreement 	HWL Ebsworth


 


Patents
means the patents listed in Schedule 2;


 


Purchase Price has
the meaning given to that term in clause 5.1(a);


 


Royalty
Agreement means the royalty agreement between the Vendor and the Purchaser dated on or about the date of Completion in relation
to the HI-164 Oral Vaccine set out in Annexure 13;


 


Sale
Shares means 393,982,080 D fully paid ordinary Shares representing all of the issued capital in the Company;


 


Shareholder means
a holder from time to time of any Shares;


 


Shares
means all of the shares and other equity securities (including options over shares) in the capital of the Company having the
rights and being subject to the restrictions contained in the Constitution, and where the context allows, includes, without limitation,
unissued shares; and


 


Term
Sheet means the Term Sheet between the Vendor and the Purchaser dated


30 November 2013 in relation
to the transaction underlying the Transaction Documents;


Third Party Proposal
has the meaning given to that term in clause 9.1; Transaction Documents means the:


 


		(a)	this
                                         Agreement; and



 


		(b)	the
                                         Royalty Agreement;



 


Vendor
Warranties means the representations and warranties made by the Vendor and set out in the Schedule; and


 


VWAP
means the daily volume weighted average market price of shares in the Purchaser transacted on the ASX's trading platform.


 


		1.2	interpretation



 


In this Agreement, unless
the context requires otherwise:


 


		(a)	headings
                                         and italicised, highlighted or bold type do not affect the interpretation of this Agreement;



 


		(b)	the
                                         singular includes the plural and the plural includes the singular;



 


		(c)	a
                                         gender includes all other genders;



 


		(d)	other
                                         parts of speech and grammatical forms of a word or phrase defined in this the have a
                                         corresponding meaning;



 


		(e)	a
                                         reference to a "person" includes any individual, firm, company, partnership,
                                         joint venture, an unincorporated body or association, trust, corporation or other body
                                         corporate and any Government Agency (whether or not having a separate legal personality);



 


		(f)	a
                                         reference to any thing (including any right) includes a part of that thing, but nothing
                                         in this clause 1.2(f) implies that performance of part of an obligation constitutes performance
                                         of the obligation;



 







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	Share Sale and Purchase Agreement 	HWL Ebsworth


 


		(g)	a
                                         reference to a clause, party, annexure, exhibit or schedule is a reference to a clause
                                         of, and a party, annexure, exhibit and schedule to, this Agreement and a reference to
                                         this Agreement includes any clause, annexure, exhibit and schedule;



 


		(h)	a
                                         reference to a document (including this Agreement) includes all amendments or supplements
                                         to, or replacements or novations of, that document;



 


		(i)	a
                                         reference to a party to any document includes that party's successors and permitted assigns;



 


		(i)	a
                                         reference to time is to Sydney time;



 


		(k)	the
                                         word person means
                                         a natural person and any association, body or entity whether incorporated or not;



 


		(1)	where
                                         any word or phrase is defined, any other part of speech or other grammatical form of
                                         that word or phrase has a cognate meaning;



 


		(m)	a
                                         reference to "S", "A$", "dollars" or "Dollars"
                                         is a reference to the lawful currency of the Commonwealth of Australia;



 


		(n)	a
                                         covenant or agreement on the part of two or more persons binds them jointly and severally;



 


		(a)	no
                                         rule of construction applies to the disadvantage of a party because this Agreement is
                                         prepared by (or on behalf of) that party; and



 


		(p)	a
                                         reference to any thing is a reference to the whole and each part of it.



 


		1.3	Business
                                         Day



 


If anything under this
Agreement is required to be done by or on a day that is not a Business Day that thing must be done by or on the next Business
Day.


 


		2.	Conditions
                                         precedent



 


		2.1	Conditions



 


Completion
of this Agreement will not proceed unless and until each of the following conditions precedent have been fulfilled:


 


		(a)	Board
                                         approval: the board of directors
                                         of the:



 


		(I)	Vendor
                                         approving the entry into each of the Transaction Documents; and



 


		(ii)	Purchaser
                                         approving the entry into each of the Transaction Documents;



 


		(b)	Excluded
                                         assets: all intellectual properties
                                         or other technologies held in the Company that are not relevant to the HI-164 Oral Vaccine
                                         to be transferred from the Company to the Vendor or a nominated subsidiary of the Vendor.



 


		2.2	Cut-off
                                         date



 


If
any conditions precedent set out in clause 2.1 cannot be satisfied or is not satisfied or waived on or before 28 February 2014
or such other date as agreed by the parties in writing, each party may, by not less than two Business Days' written notice to
the other parties, terminate this Agreement.


 







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	Share Sale and Purchase Agreement 	HWL Ebsworth


 


		2.3	Best
                                         endeavours



 


Each
party must use its best endeavours to satisfy the conditions precedent in clauses 2.1(a) and 2.1(b).


 


		2.4	Amendment
                                         and waiver



 


The
conditions precedent may only be amended with the agreement of the parties or waived or deferred by the Vendor.


 


		2.5	Rights
                                         after termination



 


		(a)	If
                                         this Agreement is terminated pursuant to clause 2.2 then, in addition to any other rights,
                                         powers or remedies under law:



 


		(i)	subject
                                         to the provisions of clause 2.5(b), this Agreement will be of no further effect and no
                                         party will be liable to any other party except in respect of any breach of this Agreement
                                         occurring before that termination, and each party is released from its obligations to
                                         perform under this Agreement; and



 


		(ii)	each
                                         party retains the rights it has against any other party concerning a past breach of this
                                         Agreement



 


		(b)	Clause
                                         2.5(a) does not apply to a party's obligations of confidentiality as set out in clause
                                         10.3.



 


		3.	Sale
                                         Shares



 


		3.1	Sale
                                         and Purchase



 


The
Vendor agrees to sell the Sale Shares to the Purchaser, and the Purchaser agrees to buy the Sale Shares from the Vendor:


 


		(a)	for
                                         the Purchase Price;



 


		(b)	free
                                         from all Encumbrances; and



 


		(c)	with
                                         effect from Completion, on the terms of this Agreement.



 


		3.2	All
                                         of the Sale Shares



 


The
Parties agree that the sale and purchase of all the Sale Shares will be completed simultaneously.


 


		3.3	Title
                                         to the Sale Shares



 


Title to, property in
and risk of the Sale Shares:


 


		(a)	until
                                         Completion, remains solely with the Vendor; and



 


		(b)	passes
                                         to the Purchaser absolutely on and from Completion.



 


		4.	Deposit



 


		(a)	The
                                         Vendor acknowledges receipt of payment of the Deposit from the Purchaser in
                                         Immediately Available Funds on the date of the Term Sheet



 










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	Share Sale and Purchase Agreement 	HWL Ebsworth


 


		(b)	In
                                         the event Completion does not occur due to lack of approval by the board of the Purchaser,
                                         the Deposit will be retained by the Vendor and the Purchaser must reimburse to the Vendor
                                         the amount equal to all of the Vendor's transaction costs of up to $20,000 (including
                                         consulting fees).



 


		(c)	In
                                         the event Completion does not occur due to lack of approval by the board of the Vendor,
                                         the Vendor must reimburse to the Purchaser the amount equal to all of the Purchaser's
                                         transaction costs of up to $20,000 (including consulting fees).



 


		5.	Purchase
                                         Price



 


		5.1	Purchase
                                         Price



 


		(a)	The
                                         purchase price for the Sale Shares (Purchase Price)
                                         is the aggregate of:



 


		(i)	the
                                         Deposit;



 


		(ii)	the
                                         Initial Purchase Price, payable at Completion;



 


		(iii)	the
                                         assumption of the Lonza Debt by the Purchaser at Completion;



 


		(iv)	$325,000,
                                         which will be satisfied by the issue of the Consideration Shares to the Vendor at the
                                         Issue Price at Completion; and



 


		(v)	the
                                         Deferred Consideration, which wilt, at the election of the Purchaser, be satisfied by,
                                         either:



 


		(A)	the
                                         issue of MHL Shares to the Vendor; or



 


		(B)	cash,



 


following
commercialisation success achieved within five years from the Completion Date and subject to the achievement of the following
milestones:


 


		(C)	the
                                         HI-164 Oral Vaccine completes a successful Phase 2 clinical trial (statistically significant,
                                         p:Q.05, beneficial results with at least 65% of primary end-points) or any other mutually
                                         agreed commercial transaction (e.g. licence, co-development with a third party) (Milestone
                                         A); and



 


		(D)	the
                                         market capitalisation or value of the Purchaser exceeding $100,000,000, and the 111-164
                                         Oral Vaccine project continues to be in development by the Purchaser,



 


Where
the Purchaser elects to pay the Deferred Consideration to the Vendor in equity, the number of shares to be issued will be calculated
on the 30 day VWAP of the Purchaser on the date prior to the date Milestone A was announced on the ASX.


 


		(b)	The
                                         Consideration Shares must be issued by the Purchaser free from any Encumbrance and so
                                         that on issue they rank equally in all respects with all other MI-IL Shares on issue.



 


		5.2	No
                                         embarrassment



 


		(a)	Where
                                         the Consideration Shares have been acquired by the Vendor in accordance with
                                         clause 5.1(a)(iv) and the Purchaser is admitted to the Official List resulting in the
                                         MHL Shares being Officially Quoted at a price such that the Consideration Shares are
                                         worth less than $325,000, the number of Consideration Shares will be increased to reflect
                                         the value of $325,000, such number of additional new issuable MHL Shares to be calculated
                                         by reference to the Officially Quoted price per MHL Share when MHL is admitted to the
                                         official list of ASX.



 







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	Share Sale and Purchase Agreement 	HWL Ebsworth


 


		(b)	For
                                         the avoidance of doubt, where the MHL Shares are Officially Quoted at a price greater
                                         than the Issue Price (and there has been no share capital reconstruction such as a consolidation),
                                         there will be no adjustment to the number of Consideration Shares already issued to the
                                         Vendor.



 


		5.3	Method
                                         of payment



 


Each payment to be made
to the Vendors under this Agreement must be made by Immediately Available Funds.


 


		6.	Completion



 


		6.1	Completion
                                         Date



 


Completion must be effected
on the Completion Date at HWL Ebsworth (Sydney) at 12:00 noon (or at any other place or time agreed between the parties).


 


		6.2	Vendor's
                                         obligations



 


On Completion, the Vendor
must:


 


		(a)	deliver
                                         or cause to be delivered or provide to the Purchaser:



 


		(i)	the
                                         Royalty Agreement duly executed by the Vendor,



 


		(ii)	duly
                                         executed transfers in favour of the Purchaser in registrable form and share certificates
                                         in respect of all of the Sale Shares;



 


		(iii)	all
                                         existing letters in the Company's possession from inventors as proof of unencumbered
                                         ownership of the Company's patents or patents pending;



 


		(iv)	the
                                         certificate of incorporation, common seal (where applicable), all statutory, minute and
                                         other record books, share certificate books of the Company and all unused share certificate
                                         forms;



 


		(v)	all
                                         ledgers, journals and books of account of the Company;



 


		(vi)	duly
                                         executed written resignations of:



 


		(A)	Anthony
                                         Peng Ho as director of the Company;



 


		(B)	Jarrod
                                         Travers White as the secretary and public officer of the Company;



 


		(vii)	any
                                         other document which the Purchaser acting reasonably requires to obtain good title to
                                         the Sale Shares and to enable the Purchaser to cause the registration of the Sale Shares
                                         in the name of the Purchaser including, without limitation, any power of attorney under
                                         which the document delivered under this Agreement has been signed;



 


		(viii)	unencumbered
                                         reasonable access to all technical and scientific documents owned by the Company that
                                         relate to Hl-164, including reports, original documents, and submissions to regulatory
                                         authorities;



 







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	Share Sale and Purchase Agreement 	HWL Ebsworth


 


		(ix)	unencumbered
                                         reasonable access to chemicals and biological materials
                                         belonging to the Company;



 


		(b)	procure
                                         that a meeting of the directors of the Company is held at which those directors
                                         will:



 


		(i)	approve
                                         the entering into and performance of the Royalty Agreement;



 


		(ii)	approve
                                         the transfers of the Sale Shares to the Purchaser;



 


		(iii)	approve
                                         (subject to payment of stamp duty) the registration of the transfers of the Sale Shares
                                         to the Purchaser;



 


		(iv)	approve
                                         the cancellation of the existing share certificate for the Sale Shares;



 


		(v)	approve
                                         the issue of a new share certificate to the Purchaser,



 


		(vi)	approve
                                         a change of registered office and principal place of business to Unit 6, 61 Avalon Parade,
                                         Avalon NSW 2107;



 


		(vii)	approve
                                         the resignations of:



 


		(A)	Anthony
                                         Peng Ho as the director of the Company;



 


		(B)	Jarrod
                                         Travers White as secretary and public officer of the Company;



 


		(viii)	approve
                                         the appointments of:



 


		(A)	Kevin
                                         Martin Lynn as director of the Company;



 


		(B)	Robert
                                         Edward Lees as secretary and public officer of the Company;



 


		(c)	confer
                                         on the Purchaser title to the Sale Shares and do all things reasonably necessary to ensure
                                         that all licences and assets currently held and/or owned by the Company remain so held
                                         and owned after Completion; and



 


		(d)	deliver
                                         to the Company the Royalty Agreement duly executed by the Vendor.



 


		6.3	Purchaser's
                                         obligations



 


On Completion, the Purchaser
must:


 


		(a)	deliver
                                         to the Vendor and the Company the Royalty Agreement duly executed by the Purchaser;



 


		(b)	issue
                                         the Consideration Shares to the Vendor;



 


		(c)	deliver
                                         to the Vendor a share certificate stating that the Vendor is the holder of the Consideration
                                         Shares;



 


		(d)	enter
                                         the Vendor in the register of members of the Purchaser;



 


		(e)	deliver
                                         to the Company duly executed consents to act of:



 


		(i)	Kevin
                                         Martin Lynn as director of the Company;



 


		(ii)	Robert
                                         Edward Lees as secretary and public officer of the Company; and



 


		(f)	pay
                                         the Initial Purchase Price in Immediately Available Funds.



 







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	Share Sale and Purchase Agreement 	HWL Ebsworth


 


		6.4	Company's
                                         obligations



 


On Completion, the Company
must:


 


		(a)	deliver
                                         to the Purchaser and the Vendor the Royalty Agreement duly executed by the Company;



 


		(b)	subject
                                         to payment of any duty on the transfer of the Sale Shares:



 


		(i)	enter
                                         the name of the Purchaser in the register of members of the Company as the holder of
                                         the Sale Shares;



 


		(ii)	deliver
                                         or cause to be delivered to the Purchaser a duly executed share certificate in respect
                                         of the Sale Shares; and



 


		(iii)	take
                                         all other steps required under the Constitution and the Corporations Act to constitute
                                         and evidence the Purchaser as the holder of the Sale Shares.



 


		6.5	Conditions
                                         of Completion



 


		(a)	Completion
                                         is conditional on both the Purchaser and the Vendor complying with all of their obligations
                                         under this clause 6.



 


		(b)	If
                                         either the Vendor or the Purchaser fails to fully comply with its obligations under this
                                         clause 6 and the parties do not complete this Agreement then:



 


each
party must return to the other all documents delivered to it under this clause 6;


 


each
party must repay to the other all payments received by it under this clause 6;


 


		i)	each
                                         party must do everything reasonably required by the other party to reverse any action
                                         taken under this clause 6;



 


without prejudice to any
other rights any party may have in respect of that failure.


 


		7.	Warranties



 


		7.1	Mutual
                                         representations and warranties



 


Each of the parties represents
and warrants that;


 


		(a)	it
                                         has the power to enter into this Agreement and has taken all corporate and other actions
                                         necessary to authorise the execution, delivery and performance of this Agreement;



 


		(b)	this
                                         Agreement constitutes a valid, legally binding obligation on it;



 


		(c)	the
                                         execution, delivery and performance of this Agreement will not violate any provision
                                         of its constitution or any provision of any document or agreement to which it is a party
                                         or which is binding upon it or any of its assets; and



 


		(d)	all
                                         authorisations, consents and approvals (if any) required from any Government Agency in
                                         connection with the transactions contemplated by this Agreement have been obtained and
                                         in the case of the Vendor no approval or waiver is required under the ASX Listing Rules.



 







    	13



    	 



    

 





	Share Sale and Purchase Agreement 	HWL Ebsworth


 


		72	Vendor's
                                         Warranties



 


The Vendor represents
and warrants to the Purchaser that the Vendor Warranties are accurate as at the date of this Agreement and the actual Completion
Date in relation to the facts then subsisting.


 


		7.3	Purchaser
                                         warranties



 


At Completion, the Purchaser
represents and warrants as at the date of this Agreement and the actual Completion Date in relation to the facts then subsisting
that:


 


		(a)	it
                                         is able to issue and allot the Consideration Shares without the consent of any other
                                         person and free of any Encumbrance, pre-emptive rights or rights of first refusal; and



 


		(b)	it
                                         has taken all necessary action to authorise the execution, delivery and performance of
                                         this Agreement in accordance with its terms.



 


		7.4	Independent
                                         warranties



 


Each of the warranties
is to be construed independently of the others and is not limited by reference to any other warranty.


 


		7.5	Limitation
                                         on Claims for Breach of Warranty



 


The Purchaser's right
to claim for breach of the Vendor Warranties is limited as follows:


 


		(a)	by
                                         the actual knowledge, as at the date of this Agreement, of the Purchaser (including the
                                         Purchaser's directors);



 


		(b)	the
                                         Purchaser must give written notice to the Vendor of the general nature of the claim in
                                         question within two years after the Completion Date;



 


		(c)	the
                                         aggregate amount of claims in respect of all breaches must exceed 10% of the Initial
                                         Purchase Price, in which case the Purchaser may recover all amounts claimed and not just
                                         the excess over 10% of the Initial Purchase Price; and



 


		(d)	the
                                         maximum aggregate amount which the Purchaser may recover from the Vendor in respect of
                                         all claims (exclusive of interest and the costs and expenses of making claims) is the
                                         Initial Purchase Price.



 


		8.	Post-Completion
                                         repayment of R&D expenses



 


		8.1	R&D
                                         expenses to be repaid as and when received



 


The
parties agree that in relation to any tax credit, benefit or other monies received from the Australian Tax Office or other Government
Agency by the Company after the Completion Date in respect of research and development expenditure incurred by the Company prior
to the Completion Date will as and when received by the Company be due and payable by the Company to the Vendor and the Purchaser
in accordance with clause 8.2(b) in the following proportions:


 


		(a)	75%
                                         - Vendor; and



 


		(b)	25%
                                         - Purchaser.



 


		8.2	Purchaser
                                         to procure lodgement of claim and payment of funds received



 


The Purchaser must procure
that the Company complies with clause 8.1 and, in particular:


 







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	Share Sale and Purchase Agreement 	HWL Ebsworth


 


		(a)	use
                                         reasonable endeavours to lodge all reasonably claimable research and development expenditure
                                         claims on or before 31 August 2014 in respect of the period prior to the Completion Date;
                                         and



 


		(b)	must
                                         procure that the Company pays to the Vendor and Purchaser any monies due and payable
                                         under clause 8.1 within 5 Business Days of the Company receiving such monies.



 


		8.3	Right
                                         of inspection



 


The
Vendor may request all reasonable access to either or both of the Purchaser's and the Company's records, premises and personnel
to verify to its own reasonable satisfaction whether the Company and the Purchaser have complied with this clause 8.


 


		9.	Exclusivity



 


		9.1	No-talk
                                         restriction



 


The
Vendor (and/or any of its directors and officers) undertakes to the Purchaser that it will not negotiate or deal with any other
person or entity relating to an investment in, or acquisition of, all or any part of the Company or the Sales Shares (Third
Party Proposal) other than with the Purchaser or with the prior written approval of the Purchaser during the Exclusivity Period.


 


		9.2	Exception
                                         to no-talk



 


The
restrictions in clause 9.1 do not apply to the extent that they restrict the Company from taking or refusing to take any action
with respect to a bona fide proposal in relation to a Third Party Proposal in circumstances where the directors of the Company
must cause the Company to undertake any act or acts with respect to the proposed Third Party Proposal which would otherwise be
prohibited by the terms of this clause 8 in order to discharge properly their fiduciary or statutory duties or to avoid contravention
of the law.


 


		9.3	No-shop
                                         restriction



 


During
the Exclusivity Period, the Purchaser (and/or any of its officers, directors, contractors or employees) undertakes not to directly
or indirectly solicit, invite, facilitate, encourage or initiate any enquiries, negotiations or discussions, or communicate any
intention to do any of these things, with a view to obtaining any expression of interest, offer or proposal from any other person
in relation to seeking alternative assets to acquire to augment its COPD technologies.


 


		10.	Publicity
                                         and confidentiality



 


		10.1	Announcements



 


in
consideration of each party entering into and performing their respective obligations under, and in accordance with the provisions
of, this Agreement, each party agrees, except as required by law or by the ASX Listing Rules (if applicable) that:


 


		(a)	the
                                         terms of this Agreement are to be kept confidential and released to persons who are not
                                         a party to this document (other than the professional advisers to the parties) only by
                                         the prior mutual written consent of the parties; and



 


		(b)	no
                                         party shall make any press release in relation to this Agreement without the prior consent
                                         in writing of the other party.



 







    	15



    	 



    

 





	Share Sale and Purchase Agreement 	HWL Ebsworth


 





		10.2	Publicity



 


No
public announcement or communication relating to the negotiations of the parties or the subject matter or terms of this Agreement
is to be made or authorised by or on behalf of any party without the prior written approval of the other party.


 


		10.3	Confidentiality



 


Each
party agrees with the other party that all information in relation to the other party's business including, without limitation,
any trade secrets, operations, know-how, or any information concerning the organisation, management and finance of the other party
or in relation to the Vendor or in relation to any associate or related body corporate of the Vendor, which is exchanged between
them during the negotiations prior to the Completion Date or in the course of any party performing its duties or obligations under
the provisions of this Agreement, is confidential and shall not be disclosed, divulged or otherwise placed at the disposal of
any person not being a party to this Agreement or a related body corporate except:


 


		(a)	to
                                         employees, legal advisers, auditors and other consultants requiring the information for
                                         the purpose of this Agreement;



 


		(b)	with
                                         the consent of the party who supplied the information;



 


		(c)	if
                                         the information is, prior to the Completion Date, lawfully in the possession of the recipient
                                         of the information through sources other than the party who supplied the information;



 


		(d)	if
                                         required by law or the ASX;



 


		(e)	if
                                         strictly and necessarily required in connection with legal proceedings; and



 


if
the information is or becomes generally and publicly available other than through the default of a party who divulges the information.


 


		11.	Notices



 


		11.1	Form
                                         of notice



 


All
notices, requests, demands, consents, approvals, agreements or other communications (notices) to or by a party given for
the purposes of Agreement must be:


 


		(a)	in
                                         writing;



 


		(b)	signed
                                         by the party giving notice or a person duly authorised by that party or, where transmitted
                                         by e-mail, sent by the party giving notice or a person duly authorised by that party;



 


		(c)	directed
                                         to the recipient's address (as specified in clause 11.3 or as varied by any notice);
                                         and



 


		(d)	hand
                                         delivered, sent by prepaid post or transmitted by email or facsimile to that address,



 


and
will be taken to be duly given or made (in the case of delivery in person or by post or email or facsimile transmission) when
delivered, received or left at the address of the recipient shown in this Agreement or to any other address which it may have
notified the sender.


 







    	16



    	 



    

 





	Share Sale and Purchase Agreement 	HWL Ebsworth


 


		11.2	Receipt



 


A notice given in accordance
with this clause is taken as having been given and received:


 


		(a)	if
                                         hand delivered at or before 4.00 pm on a Business Day, on delivery, otherwise at 9.30
                                         am on the next Business Day;



 


		(b)	if
                                         sent by prepaid post, on the seventh Business Day after the date of posting;



 


		(c)	if
                                         transmitted by e-mail, on the first Business Day after the date of transmission; or



 


		(d)	if
                                         transmitted by facsimile at or before 4.00 pm on a Business Day, at the time recorded
                                         on the transmission report indicating successful transmission of the entire notice, otherwise
                                         at 9.30 am on the next Business Day.



 


11.3 Address for notices


 


Unless varied by notice
in accordance with this clause 11.3, the parties' addresses and other details are:


 








	(a)	if to the Vendor:




 





	Address:	Suite
    404, 25 Lime Street, Sydney NSW 2000


 


	Email:	jarrod ©taccou ntants.com
    .au
	 	 
	Attention:	Jarrod White 


 


	(b)	if to the Purchaser:


 


	Address:	Suite 6, 61 Avalon Parade, Avalon
    Beach
	 	NSW 2107
	 	 
	Email:	pcomansamariposahealth.com.au 
	 	 
	Attention:	Phillip Comans










 





	(c)	if to the Company:







 





	Address: 	c/- Traverse Accountants, Suite
    404, 25 Lime Street, Sydney NSW 2000  
	 	 
	Email:	 jarrod@taccountants.com.au
	 	 
	Attention:	Jarrod White







 


		12.	General



 


		12.1	Entire
                                         agreement



 


This
Agreement states all of the express terms of the agreement between the parties in respect of its subject matter. It supersedes
all prior discussions, negotiations, understandings and agreements in respect of its subject matter.


 


		12.2	Assignment



 


No
party may assign or otherwise deal with any of its rights under this Agreement, without the prior written consent of the other
party.


 







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	Share Sale and Purchase Agreement 	HWL Ebsworth


 


		12.3	Variation



 


A
variation of any term of this Agreement will be of no force or effect unless it is in writing and signed by each of the parties.


 


		12.4	Costs
                                         and expenses



 


		(a)	The
                                         Purchaser must pay any Duty in respect of the execution, delivery and performance of
                                         this Agreement and any agreement or document entered into or signed under this Agreement



 


		(b)	Subject
                                         to clause 12.4(a) and any other term of this Agreement, each party must pay its own costs
                                         and expenses in respect of the negotiation, preparation, execution, delivery and registration
                                         of this Agreement or other agreement or document described in clause 12.4(a)



 


		(c)	Any
                                         action to be taken by a party in performing its obligations under this Agreement must
                                         be taken at its own cost and expense unless otherwise provided in this Agreement



 


		12.5	Waiver



 


		(a)	A
                                         party may not rely on the words or conduct (including a delay in the exercise, a non-exercise
                                         or a partial exercise of a right) of the other party as a waiver of any right arising
                                         under or in connection with this Agreement (including a right to rely on this clause)
                                         unless the waiver is in writing and signed by the party granting the waiver.



 


		(b)	In
                                         clause 12.5(a) the term waiver is
                                         intended to include an election between rights and remedies as well as conduct which
                                         might otherwise give rise to an estoppel.



 


		(c)	A
                                         waiver is only effective in relation to the particular obligation or breach in respect
                                         of which it is given and is not to be taken as an implied waiver of any other obligation
                                         or breach or as an implied waiver of that obligation or breach in relation to any other
                                         occasion,



 


		12.6	Severance



 


		(a)	If
                                         a provision in this Agreement is wholly or partly void, illegal or unenforceable in any
                                         relevant jurisdiction that provision or part must, to that extent, be treated as deleted
                                         from this Agreement for the purposes of that jurisdiction. This does not affect the validity
                                         or enforceability of the remainder of the provision or any other provision of this Agreement.



 


		(b)	Clause
                                         12.6(a) does not apply and has no effect if severance of the provision of this Agreement
                                         in accordance with clause 12.6(a) materially affects or alters the nature or effect of
                                         the parties' obligations under this Agreement



 


		12.7	Counterparts



 


		(a)	This
                                         Agreement may be executed in any number of counterparts, each signed by one or more parties.
                                         Each counterpart when so executed is deemed to be an original and all such counterparts
                                         taken together constitute one document



 


		(b)	A
                                         party that has executed a counterpart of this Agreement may exchange that counterpart
                                         with another party by faxing it to the other party and, if that other party requests
                                         it, promptly delivering that executed counterpart by hand or post to the other party.
                                         However, the validity of this Agreement is not affected if the party who has faxed the
                                         counterpart delays in delivering or does not deliver it by hand or by post.



 







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	Share Sale and Purchase Agreement 	HWL Ebsworth


 


		12.8	Further
                                         assurances



 


Each party must, at its
own expense, do all things and execute all further documents necessary to give full effect to this Agreement and the transactions
contemplated by it.


 


		12.9	Governing
                                         law and jurisdiction



 


		(a)	This
                                         Agreement is governed by and is to be construed under the laws in force in New South
                                         Wales.



 


		(b)	Each
                                         party irrevocably submits to the non-exclusive jurisdiction of the courts exercising
                                         jurisdiction in New South Wales and courts of appeal from them in respect of any proceedings
                                         arising out of or in connection with this Agreement. Each party irrevocably waives any
                                         objection to the venue of any legal process in these courts on the basis that the process
                                         has been brought in an inconvenient forum.



 







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	Share Sale and Purchase Agreement 	HWL Ebsworth


 


Schedule
'I - Vendor Warranties


 


Continuous Disclosure


 


The
Vendor complies at all times with its continuous disclosure obligations under ASX Listing Rule 3.1 and section 674 of the Corporations
Act 2001 (Cth) in respect of the Company, including without limitation the Company's assets and liabilities and the Company's
Patents and Intellectual Property Rights.


 


		2.	Shares
                                         and capital



 


		2.1.	Title



 


The
Vendor is the legal and beneficial owner of the Shares which are free of all Encumbrances and other third party interests or rights.


 


		2.2.	Issue
                                         of other securities



 


The
Company is not under any obligation to issue or allot any shares or other securities and has not granted any person the right
to call for the issue or allotment of any shares or other securities of the Company at any time.


 


		3.	Status
                                         of the Company and of the Authority



 


		3.1.	Corporate
                                         existence



 


The Company:


 


		(a)	is
                                         a proprietary limited company;



 


		(b)	has
                                         the power to own its assets and carry on its business as it is now being conducted;



 


		(c)	has
                                         the capacity to sue and be sued in its own name;



 


		(d)	is
                                         not registered and is not required to be registered in any place as a recognised foreign
                                         company; and



 


		(e)	does
                                         not carry on business in any place other than Australia.



 


		3.2.	Compliance
                                         with constitution



 


The
business affairs of the Company have been conducted in accordance with the constitution of the Company.


 


		3.3.	No
                                         legal impediment



 


The execution, delivery
and performance by the Vendor of this Agreement complies with:


 


		(a)	each
                                         law, regulation, authorisation, ruling, judgement, order or decree of any Government
                                         Agency or other regulatory or legislative body;



 


		(b)	the
                                         constitution of the Vendor as applicable; and



 






    	20



    	 



    




 





	Share Sale and Purchase Agreement 	HWL Ebsworth


 


		(c)	any
                                         Encumbrance or document which is binding on the Vendor in relation to the Shares
                                         of the Company.



 


		3.4.	No
                                         breach



 


The signing and delivery
of this Agreement and the performance by the Vendor of its obligations under it complies with:


 


		(a)	any
                                         applicable law and authorisation; and



 


		(b)	any
                                         Encumbrance or document binding on the Vendor, in relation to the shares of the Company.



 


		4.	Accounts



 


The
Accounts:


 


		(a)	have
                                         been prepared consistent with the methods of accounting prescribed by the Corporations
                                         Act and the Accounting Standards as reasonably applied to a business which is the same
                                         size and complexity as that of the Company;



 


		(b)	show
                                         a true and fair view of the financial position and the assets and liabilities (including
                                         any contingent liabilities and any unusual or non-recurring items) of the Company as
                                         at 21 February 2014 and of the income, expenses and results of the operations of the
                                         Company for the financial period ending on the Accounts Date in accordance with the Accounting
                                         Standards and the Corporations Act; and



 


		(c)	the
                                         Company has no actual or contingent liabilities other than the Lonza Debt and the liabilities
                                         incurred by the Company in the ordinary course of business as listed in Annexure C.



 


Solvency


 


No
insolvency event has occurred and remains current and the Company has not gone into liquidation or passed any winding-up resolutions
nor received any deregistration notice under section 601AB or applied for deregistration under section 601AA of the Corporations
Act and there are no circumstances which could give rise to any such circumstances in respect of the Company.


 


		6.	Intellectual
                                         Property



 


All
Intellectual Property, documents, reports, biological specimens and other rights attaching to the Hl-164 Oral Vaccine are owned
by the Company.


 


		7.	Other
                                         information



 


All
information provided to the Purchaser by the Vendor and the Company in connection with the transaction contemplated by this Agreement
is true, accurate and complete in all material respects.


 






    	21



    	 



    

 





	Share Sale and Purchase Agreement 	HWL Ebsworth


 


 


 




    	22



    	 



    

 





	Share Sale and Purchase Agreement 	HWL Ebsworth


 


Executed as
an agreement


 


Executed
by Bioxyne Limited ACN 084 464 193 in
accordance with section 127(1) of the Corporations Act 2001 (Cth) by:


 


	Signature of Director	 	Signature of Director/Company
    Secretary
	 	 	 
	Full name (print)	 	Full name (print)
	 	 	 


 


Executed
by Mariposa Health Limited ACN 134 154 680 in
accordance with section 127(1) of the Corporations Act 2001 (Cth) by:


 


	Signature of Director	 	Signature of Director/Company
    Secretary
	 	 	 
	Full name (print)	 	Full name (print)


 


Executed
by Hunter Immunology Pty Limited ACN 106 556 094 in
accordance with section 127(1) of the Corporations Act 2001 (Cth) by:


 


	Signature of Director	 	Signature of Director/Company
    Secretary
	 	 	 
	Full name
    (print)	 	Full name (print)
	 	 	 


 




    	23



    	 



    

 


	Share Sale and Purchase Agreement 	HWL Ebsworth





 


Annexure A — Tax Invoice


 


	
        Loma Sees Ltd

        lituenclumstairtemetrame 36 

CH-4002 Beate, Switzerland
	 
	 	 
	
        Tei +41 81 316 81 11

        Fax 1,41 01 316 91 11
	 


 


	
        Hunter Immunology|

        Limited Suite 1005

        4 Bridge Suite

        Sydney NSW 2000

        Australien
	
        Yew order

        Hunter Immunology Ltd

        dated March 07,2012

        Oar order 0' rkierety

        3897'357

        Cur internal reference

        90683773: dated October 31,. 2012

        Olir account document

        CI-105 1 2012 4057281



 


Basel, October 31, 2012 Invoice

Nws 40572g1::64-110E's.r.-



 


	Product	 	i artlily	 	 	Price	 	 	 	 	 	Ammst In Gap	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Payment due upon completion of work at termination of Stage 1A: Activity Assay (ELISA) Transfer and Optimisation, as per Amendment 1 to the Agreement dated 15th February 2008	 	 		 	 	 		 	 	 		 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	1.000
                                         EA	 	 	 	42,678.00
                                         GBP	 	 	 	1
                                         EA	 	 	 	42,678.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	 	 	 	 	 	 	 	 	42,678.00	 



 


	 	30 days from date of invoice net
	 	to our account no_ 75442901 (Lorca Sales Ltd} with
	 	UBS AG, London Branch, BIC: UBSWG1355
	 	IRAN: G666U85W23232075442901 CHAPS Sort
	 	Code 23-23-20 /BAGS Sort Code 60-95-30 FAST
	 	EH Sort Code B0-95-30
	 	 
	 	ATTBITION: new account for our Gi3P customers (please see above}

Reese quote the above Invoice Number in your remittance advice
	 	 
	 	E(W Slough (Incoterms 2010), at
	 	Hunter Immunology Limited Suite 1005
	 	4 Bridge Suite , AU - Sydney
	 	on October 31, 2012 ex stock United Kingdom
	 	 
	Remarks	OUT EOR1-No: 0E4-701801


 




    	24



    	 



    

 





	Share Sale and Purchase Agreement 	HWL Ebsworth


 


Annexure
B — Royalty Agreement


  




    	25



    	 



    

 


Royalty
Agreement


 


Bioxyne
Limited


 


and


 


Mariposa
Health Limited


 


and


 


Hunter
Immunology Pty Limited


 


HNC
BSWORTH


LAWYERS


 


Level
14, Australia Square


264-278 George Street SYDNEY NSW
2000 DX 129 SYDNEY ABN 37 246 549 189


Tel:    (02)
9334 8555


Fax:    1300
369 656


 


www.hwlebsworth.cormau

Ref: GB:TH:298079


 




    	 



    	 



    

 


Table
of Contents


 


	1.	Definitions and
    interpretation	0
	 	 	 	 
		1.1	Definitions	0
	 	 	 	 
	 	1.2	Interpretation	2
	 	 	 	 
		1.3	Business Day	3
	 	 	 	 
	2.	Commencement	3
	 	 	 	 
	3.	Mariposa	3
	 	 	 	 
	4.	Royalties	3
	 	 	 	 
	 	4.1	Obligation to Pay Royalties	3
	 	 	 	 
	 	4.2	Royalties	3
	 	 	 	 
	 	4.3	Combined intellectual property	4
	 	 	 	 
	 	4.4	Revenues other than cash	4
	 	 	 
	5.	Payment of Royalty	4
	 	 	 	 
	 	5.1	Notification of Royalty	4
	 	 	 	 
	 	5.2	invoice for Royalty	4
	 	 	 	 
	 	5.3	Timing of Payments	5
	 	 	 	 
	 	5.4	Method of Payments	5
	 	 	 	 
	6.	Reporting, books
    and records	5
	 	 	 	 
	 	6.1	Obligation to keep books and records	5
	 	 	 	 
	 	6.2	Reporting	5
	 	 	 	 
	7.	Right of Audit	5
	 	 	 	 
	 	7.1	Royalty Audit	5
	 	 	 	 
	 	7.2	Adjustment	6
	 	 	 	 
		7.3	Costs of the Audit	6
	 	 	 	 
	8.	Goods and Services
    Tax (GST)	6
	 	 	 	 
	 	8.1	Preliminary	6
	 	 	 	 
	 	8.2	GST exclusive	6
	 	 	 	 
	 	8.3	Liability to pay GST	6
	 	 	 	 
	 	8.4	Tax Invoice	6
	 	 	 	 
	 	8.5	Adjustment Event	6
	 	 	 	 
	 	8.6	Reimbursement of Expenses	7
	 	 	 	 
		8.7	Non Merger	7
	 	 	 	 
	9.	Dispute Resolution	7
	 	 	 	 
	 	9.1	Interpretation	7
	 	 	 	 
	 	9.2	No Proceedings	7
	 	 	 	 
	 	9.3	Dispute Notice	7
	 	 	 	 
	 	9.4	Determination of a Matter by Expert	7
	 	 	 	 
	 	9.5	Other Dispute Procedure	8
	 	 	 	 
	 	9.6	Compliance with Agreement	9
	 	 	 	 
	10.	Late payment	9





 






    	 



    	 



    




 


	 	10.1	interest	9
	 	 	 	 
	11.	Assignment	9
	 	 	 
	 	11.1	No
    assignment	9
	 	 	 	 
	 	11.2	Restriction
    on sale	9
	 	 	 	 
	 	11.3	Ownership
    of the Company	9
	 	 	 	 
	12.	Publicity
    and confidentiality	9
	 	 	 
	 	12.1	Announcements	9
	 	 	 	 
	 	12.2	Publicity	9
	 	 	 	 
	 	12.3	Confidentiality	10
	 	 	 	 
	13.	Notices	10
	 	 	 
	 	13.1	Form
    of notice	10
	 	13.2	Receipt	10
	 	 	 	 
	 	13.3	Address
    for notices	11
	 	 	 	 
	14.	General	11
	 	 	 
	 	14.1	Entire
    agreement	11
	 	 	 	 
	
	14.2	Variation	11
	 	 	 	 
	 	14.3	Costs
    and expenses	11
	 	 	 	 
	 	14.4	Waiver	12
	 	 	 	 
	 	14.5	Severance	12
	 	 	 	 
	 	14.6	Counterparts	12
	 	 	 	 
	 	14.7	Further
    assurances	12
	 	 	 	 
	 	14.8	Governing
    law and jurisdiction	12


 




    	 



    	 



    

 





	Royalty Agreement 	EMIL Ebsworth




 


Royalty
Agreement


 


Date


 


Parties


 


Bioxyne Limited ACN
084 464 193 of Suite 404, 25 Lime Street, Sydney NSW 2000


 


(Bioxyne)


 


Mariposa Health Limited
ACN 134 154 680 of Suite 6, 61 Avalon Parade, Avalon Beach NSW 2107


 


(Mariposa)


 


Hunter Immunology Pty
Limited ACN 106 556 094 of c/- Traverse Accountants, Suite 404, 25 Lime Street, Sydney NSW 2000


 


(Company)


 


Recitals


 


		A,	In
                                         accordance with the terms of a Share Sale and Purchase Agreement dated on or about the
                                         same date as this Agreement, Bioxyne sold all of the shares in the capital of the Company
                                         to Mariposa.



 


		B.	The
                                         Company is the holder of all the Intellectual Property Rights.



 


		C.	Mariposa
                                         operates a pharmaceuticals development business and Mariposa wishes to augment its business
                                         with the purchase of the Company and its Intellectual Property Rights.



 


		D.	It
                                         is a condition precedent of the Share Sale and Purchase Agreement (SSPA) that
                                         the Boards of Bioxyne and Mariposa each approve the entry into this Agreement. Further,
                                         each of the parties is obliged under the SSPA to deliver executed versions of this Agreement
                                         at Completion (as that term is defined under the SSPA).



 


The
parties agree, in consideration of, among other things, the mutual promises contained in this Agreement as follows:


 


		1.	Definitions
                                         and interpretation



 


		1.1	Definitions



 


In this Agreement, unless
the context requires otherwise:


 


Agreed Rate means
a rate of interest which is 2% per annum above the Bank Bill Rate;


 




    	 



    	 



    

  


ASIC
means the Australian Securities and Investments Commission;


 


ASX
means ASX Limited ACN 008 624 691 or the securities exchange market operated by the ASX, as the context requires;


 


ASX
Listing Rules means the official listing rules issued and enforced by the ASX as amended from time to time;


 


Bank
Bill Rate means the Australian 3 month Bank Bill Swap Reference Mid Rate specified by Reuters Monitor Service Page BBSY at
or about 10:00 am (Sydney time) on the first Business Day of each month, provided that, if the Bank Bill Rate cannot be so determined,
the Bank Bill Rate will mean the rate (expressed as a percentage yield per annum to maturity) quoted at or about such time by
Westpac Banking Corporation as the rate at which it would be prepared to purchase bills of exchange accepted by an Australian
trading bank and having a tenor of 90 days and of an amount of $100,000;


 


Business
Day means a day on which banks are open for business in the State of New South Wales, Australia, excluding a Saturday, Sunday
or public holiday;


 


Claim
means any allegation, debt, cause of action, Liability, claim, proceeding, suit or demand of any nature howsoever arising
and whether present or future, fixed or unascertained, actual or contingent, whether at law, in equity, under statute or otherwise;


 


Corporations Act means
Corporations Act 2001 (Cth);


 


Duty
means any stamp, transaction or registration duty or other similar charge imposed by any Government Agency and includes, without
limitation, any interest, fine, penalty, charge or other amount imposed in respect of the above but excludes any tax;


 


Expert means an
independent expert appointed under clause 9;


 


Government
Agency means any government, governmental, semi-governmental, administrative, fiscal, judicial or regulatory body, court,
department, commission, authority, tribunal, agency or entity in any relevant jurisdiction;


 


Gross
Revenue means, in clause 4.2(b), all ex-factory sales revenues received by the Company, Mariposa, or a Related Entity from
a sale of a Product, after deduction of the following items, provided and to the extent such items are actually incurred and do
not exceed reasonable and customary amounts in each market in which such sales occurred:


 


		(a)	material
                                         costs;



 


		(b)	trade
                                         and quantity discounts and rebates;



 


		(c)	customer
                                         rebates;



 


		(d)	credits
                                         or allowances made for rejection or return of Products;



 


		(e)	any
                                         tax or government charge levied on the sale, such as goods and services or value added
                                         tax (but not including income tax); and



 


any charges for freight
or insurance;


 


Hi-164
Oral Vaccine means the Company's oral vaccine (proposed to be developed) which uses the application of mucosal immunology
to treat common human diseases and which works by controlling bacterial infections of airways damaged by toxins, and which is
supported by the Patents;


 


Immediately
Available Funds means cash, bank cheque or such other method agreed by the parties;


 




    	 



    	 



    

 


Intellectual
Property means all intellectual property rights including current and future registered and unregistered rights in respect
of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents (including the
Patents), invention and discoveries and all other intellectual property as defined in Article 2 of the Convention Establishing
the World Intellectual Property Organisation 1967 including as expressed in all reports, clinical trial documents and correspondence
relating to the HI-164 Oral Vaccine;


 


Intellectual Property
Rights means any right or interest in the intellectual Property;


 


Liability
means any debt or other monetary liability or penalty, fine or payment or any liabilities (whether actual, contingent or prospective),
losses, damages, costs and expenses of whatsoever nature or description including without limitation, any loans;


 


Patents means the
patents listed in Schedule 1;


 


Product is a product
that is based, wholly or partly, on the intellectual Property Rights;


 


Proposed
Transaction means the proposed transaction whereby Bioxyne sells all of its shares in the capital of the Company to Mariposa;


 


Quarter
means each 3 month period ending on 31 March, 30 June, 30 September and 31 December, as the case may be;


 


Related Body Corporate
has the same meaning as defined in the Corporations Act;


 


Related
Entity means a related entity of the Company or Mariposa, as that term is defined in the Corporations Act;


 


Royalty means a
royalty calculated in accordance with clause 4; and


 


Ultimate
Holding Company has the same meaning as that term is defined in the Corporations Act.


 


		1.2	interpretation



 


In this Agreement, unless
the context requires otherwise:


 


		(a)	headings
                                         and italicised, highlighted or bold type do not affect the interpretation of this Agreement;



 


		(b)	the
                                         singular includes the plural and the plural includes the singular;



 


		(c)	a
                                         gender includes all other genders;



 


		(d)	other
                                         parts of speech and grammatical forms of a word or phrase defined in this the have a
                                         corresponding meaning;



 


		(e)	a
                                         reference to a "person" includes any individual, firm, company, partnership,
                                         joint venture, an unincorporated body or association, trust, corporation or other body
                                         corporate and any Government Agency (whether or not having a separate legal personality);



 


		(f)	a
                                         reference to any thing (including any right) includes a part of that thing, but nothing
                                         in this clause 1.2(f) implies that performance of part of an obligation constitutes performance
                                         of the obligation;



 


		(g)	a
                                         reference to a clause, party, annexure, exhibit or schedule is a reference to a clause
                                         of, and a party, annexure, exhibit and schedule to, this Agreement and a reference to
                                         this Agreement includes any clause, annexure, exhibit and schedule;



 






    	 



    	 



    

 







		(h)	a
                                         reference to a document (including this Agreement) includes all amendments or supplements
                                         to, or replacements or novations of, that document;



 


		(i)	a
                                         reference to a party to any document includes that party's successors and permitted assigns;



 


		(j)	a
                                         reference to time is to Sydney time;



 


		(k)	the
                                         word person means a natural person and any association, body or entity whether
                                         incorporated or not;



 


where
any word or phrase is defined, any other part of speech or other grammatical form of that word or phrase has a cognate meaning;


 


		(m)	a
                                         reference to "$", "A$", "dollars" or "Dollars"
                                         is a reference to the lawful currency of the Commonwealth of Australia;



 


		(n)	a
                                         covenant or agreement on the part of two or more persons binds them jointly and severally;



 


		(0)	no
                                         rule of construction applies to the disadvantage of a party because this Agreement is
                                         prepared by (or on behalf of) that party;



 


		(p)	"Includes",
                                         "such as", and "for example" and similar words and phrases are not
                                         to be construed as words or phrases of limitation; and



 


		(q)	a
                                         reference to any thing is a reference to the whole and each part of it.



 


		1.3	Business
                                         Day



 


If
anything under this Agreement is required to be done by or on a day that is not a Business Day that thing must be done by or on
the next Business Day.


 


		2.	Commencement



 


This
Agreement commences on the date of this Agreement or the date of completion of the Proposed Transaction, whichever is earlier.
If the Proposed Transaction does not complete, this Agreement is void from the date of commencement.


 


		3.	Mariposa



 


Mariposa
must ensure and procure that the Company complies with its obligations under this Agreement.


 


		4.	Royalties



 


		4.1	Obligation
                                         to Pay Royalties



 


The
Company must pay, and Mariposa guarantees the payment of, the Royalties to Bioxyne, in the manner set out in this Agreement. The
Royalties will not be reduced by claims that other intellectual property rights were required in order to receive revenue on which
the Royalties are calculated.


 


		4.2	Royalties



 


		(a)	If
                                         the Intellectual Property Rights are sold or licensed to a third party (in accordance
                                         with this Agreement), the Royalties are calculated as 6,5% of the gross revenue received
                                         by the Company, Mariposa, or a Related Entity in respect of the sale or sub-licensing
                                         of the Intellectual Property Rights, including any sale proceeds or sub-royalties.



 






    	 



    	 



    

 








		(b)	To
                                         the extent the Company, Mariposa, or a Related Entity, manufactures Products based on
                                         the Intellectual Property Rights, the Royalties are calculated as 2% of Gross Revenue.



 


		(c)	For
                                         the avoidance of doubt, it is possible for Royalties to be payable simultaneously under
                                         clauses 42(a) and 42(b).



 


		4.3	Combined
                                         intellectual property



 


If
the Company, Mariposa or a Related Entity commercialises a Product which combines the Intellectual Property with other intellectual
property, the Bioxyne is entitled to Royalties in the same proportion as the Intellectual Property, as compared to the other intellectual
property, contributes to the value of the Product.


 


Note:
For example, assume that the Company manufactures a Product to which the Intellectual Property contributes 70% of the value and
other intellectual property contributes 30% of the value. Bioxyne would be entitled to 2% of 70% of the Gross Revenue from the
Product


 


		4.4	Revenues
                                         other than cash



 


If
the Corripany, Mariposa, or any Related Entity sells, licenses, transfers, provides or otherwise makes available to any third
party any Intellectual Property Rights or Products that are subject to the Royalty provisions in this Agreement:


 


		(a)	in
                                         return for non-cash consideration; or



 


		(b)	in
                                         a transaction that is not an arm's length commercial transaction; then the applicable
                                         Royalties due under this Agreement shall be based on:



 


		(c)	with
                                         respect to 4.4(a) above, the fair market value of such non-cash consideration; and



 


		(d)	with
                                         respect to 4.4(b) above, the list price for such Products or, if there is no applicable
                                         list price, then a price which would normally be charged by such party in an arms length
                                         transaction to independent third parties making similar commitments (if applicable).



 


		5.	Payment
                                         of Royalty



 


		5.1	Notification
                                         of Royalty



 


		(a)	Within
                                         10 Business Days after the end of each Quarter in which a Royalty was payable, the Company
                                         must notify Bioxyne of the Royalties payable for that Quarter.



 


		(b)	At
                                         the same time, the Company will provide to Bioxyne a report containing such details in
                                         respect of how the Royalties have been calculated as agreed between the parties.



 


		5.2	Invoice
                                         for Royalty



 


		(a)	Bioxyne
                                         must provide the Company with a tax invoice (to satisfy the GST Act) in respect of the
                                         amount of Royalty payable for a Quarter, which amount is either:



 


		(i)	the
                                         amount included in the notice from the Company under clause 5.1; or



 


		(ii)	if
                                         the Company does not provide the notice required under clause 5.1, an estimate of the
                                         Royalty, based on an average of the previous four Quarters' Royalties.






 






    	 



    	 



    

 


		(b)	If
                                         Bioxyne issues an invoice in accordance with clause 5.2(a)(ii) and the amount invoiced
                                         is not accurate (for example, based on the results of the audit under clause 7.1 or information
                                         subsequently obtained or provided to Bioxyne), then:



 


		(i)	Bioxyne
                                         must, as soon as reasonably practicable, issue an amended tax invoice;



 


		(ii)	if
                                         there has been an overpayment of Royalties, within 10 Business Days of the date of the
                                         amended invoice, Bioxyne must repay that amount to Company (with interest calculated
                                         in accordance with clause 10 and from the date the Royalty was received until the date
                                         Bioxyne repays that amount); and



 


		(iii)	if
                                         there has been an underpayment of Royalties, within 10 Business Days of receipt by the
                                         Company of the amended invoice, the Company must repay that amount to Bioxyne (with interest
                                         calculated in accordance with clause 10 from the date the Royalty was payable under clause
                                         5.3 until the date of the amended invoice, such interest to be paid by the Company).



 


		5.3	Timing
                                         of Payments



 


The Royalty must be paid
on the earlier of:


 


		(a)	the
                                         date that is 30 days after the end of each Quarter; and



 


		(b)	5
                                         Business Days after the receipt by the Company of Bioxyne's invoice under clause 5.2,



 


		5.4.	Method
                                         of Payments



 


Until
Bioxyne otherwise advises in writing, the Company must discharge its obligations to pay any Royalty by making those payments to
Bioxyne in Immediately Available Funds or as otherwise directed from time to time by Bioxyne.


 


		6.	Reporting,
                                         books and records



 


		6.1	Obligation
                                         to keep books and records



 


The
Company will keep, and must ensure its Related Bodies Corporate keep, books and records in such reasonable details as will permit
the reports provided for in this Agreement to


be made and the Royalties
and other amounts under this Agreement to be determined.


 


		6.2	Reporting



 


The
Company will provide annual reports to Bioxyne in respect of the Company's, Mariposa's or a Related Entity's activities undertaken
in the last year in relation to the Intellectual Property Rights, such as clinical trials undertaken, any filings or registrations
with regulators, capital expenditures in respect of the Intellectual Property Rights, any commercialisation activities, the appointment
of distributors, or any other matters materially relevant to Bioxyne as the holder of the rights to the Royalties under this Agreement.


 


		7.	Right
                                         of Audit



 


		7.1	Royalty
                                         Audit



 


		(a)	Bioxyne
                                         may require the Company to cause its books and records relating to the revenues
                                         in respect of the Intellectual Property Rights and the Products during that calendar
                                         year, and those of any Related Bodies Corporate, to be made available to an independent
                                         auditor. In this case, the Company must procure that the auditor prepare and deliver
                                         to Bioxyne and Mariposa a certificate in respect of any calendar year showing in respect
                                         of that calendar year in relation to this Agreement any information that Bioxyne may
                                         deem reasonably necessary to ascertain whether the Royalties have been properly calculated
                                         and paid.



 






    	 



    	 



    

 


		(b)	A
                                         certificate provided by the auditor in accordance with clause 7.1 (a) will, in the absence
                                         of manifest error, be binding and conclusive as between the parties.



 


		(c)	The
                                         parties must attempt to agree on the identity of the independent auditor, within 5 Business
                                         Days after the date referred to in clause 7.1(a) and failing agreement, the independent
                                         auditor is to be nominated by the President of the New South Wales Chapter of the Institute
                                         of Chartered Accountants or such person occupying his or her position or performing his
                                         or her role from time to time.



 


		7.2	Adjustment



 


		(a)	Immediately
                                         on receipt of a certificate from the auditor under this clause 7, and in the absence
                                         of manifest error in the certificate, the parties must promptly make such cash payments
                                         between them as may be necessary to ensure that Bioxyne has received the balance (if
                                         any) of any outstanding Royalty for the relevant calendar year, or to ensure that the
                                         Company has received any amount it has overpaid in respect of the Royalty.



 


		(b)	The
                                         Company must ensure that to the extent substantial issues are identified by the auditor
                                         that, in a timely manner, it takes steps to improve the relevant systems and record keeping
                                         to adequately address those issues.



 


		7.3	Costs
                                         of the Audit



 


Any
audit carried out in accordance with clause 7.1 will be paid by Bioxyne, unless the audit reveals substantial issues (including
in respect of the calculation of royalties or record keeping), in which case the Company will pay the cost of the audit.


 


		8.	Goods
                                         and Services Tax (GST)



 


		8.1	Preliminary



 


Words or expressions used
in this clause that are defined in A New Tax System (Goods and Services Tax) Act 1999 (GST Act) have the same meaning
given to them in that Act.


 


		8.2	GST
                                         exclusive



 


Unless
otherwise stated, any amount specified in this Agreement as the consideration payable for any taxable supply does not include
any GST payable in respect of that supply.


 


		8.3	Liability
                                         to pay GST



 


If
a party makes a taxable supply under this Agreement (Supplier), then the recipient of the taxable supply (Recipient)
must also pay, in addition to the consideration for that supply, the amount of GST payable in respect of the taxable supply
at the time the consideration for the taxable supply is payable.


 


		8.4	Tax
                                         Invoice



 


Notwithstanding
the foregoing, the Recipient is not obliged under this Agreement to pay the amount of any GST payable until the Supplier provides
it with a valid tax invoice for the taxable supply.


 


		8,5	Adjustment
                                         Event



 


If
an adjustment event arises in relation to a taxable supply made by a Supplier under this Agreement, the amount paid or payable
by the Recipient pursuant to clause 8.3 will be amended to reflect this and a payment will be made by the Recipient to the Supplier
or vice versa as the case may be.


 




    	 



    	 



    

 


		8.6	Reimbursement
                                         of Expenses



 


If
a third party makes a taxable supply and this Agreement requires a party to this Agreement (the payer) to pay for, reimburse
or contribute to (pay) any expense or liability incurred by the other party to that third party for that taxable supply,
the amount the payer must pay will be the amount of the expense or liability plus the amount of any GST payable in respect thereof
but reduced by the amount of any input tax credit to which the other party is entitled in respect of the expense or liability.


 


		8.7	Non
                                         Merger



 


This
clause does not merge on completion and will continue to apply after expiration or termination of this Agreement.


 


		9.	Dispute
                                         Resolution



 


		91	Interpretation



 


in
this clause 9, the term Dispute means any controversy, Claim or dispute arising out of or in relation to this Agreement
between the parties to this Agreement.


 


		9.2	No
                                         Proceedings



 


		(a)	The
                                         parties agree to use all reasonable efforts to resolve any Dispute.



 


		(b)	Neither
                                         party may start court proceedings (except proceedings seeking injunctive or interlocutory
                                         relief to preserve property or rights or to avoid losses that are not compensable in
                                         damages) in respect of a Dispute unless it has complied with this clause 9.



 


		(c)	In
                                         respect of each payment of Royalty calculated in accordance with clause 3, Bioxyne is
                                         deemed to have accepted the Company's calculation unless Bioxyne gives a Dispute Notice
                                         to the Company within 30 days after the receipt of such Royalty disputing the Company's
                                         calculation.



 


		9.3	Dispute
                                         Notice



 


		(a)	Any
                                         party wishing to claim that a Dispute has arisen must give notice (Dispute Notice)
                                         to each other party to this Agreement (Disputants) giving details of the Dispute.



 


		(b)	If
                                         the Dispute is:



 


		(i)	solely
                                         in respect of a matter involving financial calculations which is capable of determination
                                         by audit or reference to accounting practices, or other specialist technical knowledge
                                         (such as scientific knowledge), and does not involve any issues relating to the interpretation
                                         of this Agreement then the Dispute Notice must call for the submission of the dispute
                                         to an Expert in accordance with clause 9.4; or



 


		(ii)	in
                                         respect of any other matter then the procedure in clause 9.5 must apply.



 


		9.4	Determination
                                         of a Matter by Expert



 


		(a)	The
                                         parties must attempt to agree on the identity of the Expert within 5 Business Days after
                                         the date of the Dispute Notice and failing agreement, the Expert is to be nominated by
                                         the President of the New South Wales Chapter of the Institute of Chartered Accountants
                                         or such person occupying his or her position or performing his or her role from time
                                         to time. If the parties agree the President of the New South Wales Chapter of the Institute
                                         of Chartered Accountants is not suitable to select a relevant Expert for a certain Dispute,
                                         the parties may ask another person to nominate an Expert for them.



 




    	 



    	 



    

 


		(b)	The
                                         Expert appointed by the parties or nominated under clause 9.4(a) must have reasonable
                                         commercial, practical and technical experience in the area of dispute.



 


		(C)	The
                                         Expert must:



 


act as an expert and
not as an arbitrator;


 


		(ii)	accept
                                         submissions from the parties as to the subject matter of the dispute within 14 days after
                                         his or her appointment;



 


		(iii)	state
                                         his or her determination of the dispute in writing within 28 days after his or her appointment
                                         but need not give reasons; and



 


		(iv)	undertake
                                         to keep confidential all matters coming to his or her knowledge by reason of his or her
                                         appointment.



 


		(d)	The
                                         determination of the Expert is final and binding on the parties other than in the case
                                         of fraud or manifest error.



 


		(e)	To
                                         the extent the Expert is requested to make a determination in respect of Royalty amounts:



 


if
the Royalty determined to be payable by the Expert is greater than the amount actually paid in respect of the disputed Royalty
payment, the Company must pay Bioxyne the difference within 7 days after the handing down of the Expert's determination;


 


		(ii)	if
                                         the Royalty determined to be payable by the Expert is less than the disputed amount,
                                         Bioxyne must refund the difference to the Company within 7 days after the handing down
                                         of the Expert's determination; and



 


		(iii)	if
                                         the Royalty determined as payable by the Expert exceeds the amount actually paid, the
                                         Company must bear the costs of the Expert and if the Royalty determined as payable by
                                         the Expert does not exceed the amount actually paid by the Company, Bioxyne must bear
                                         the costs of the Expert.



 


		9.5	Other
                                         Dispute Procedure



 


		(a)	The
                                         procedure that is to be followed to settle a Dispute (other than a Dispute dealt with
                                         in accordance with clause 9.4) the subject of a Dispute Notice is as follows:



 


		(i)	first,
                                         negotiation by senior representatives under clause 9.5(b); and



 


		(ii)	second,
                                         negotiation of senior executives under clause 9.5 (c).



 


		(b)	During
                                         the 10 Business Day period a Dispute Notice is given under clause 9.3 or such longer
                                         period unanimously agreed in writing by the Disputants (Initial Period), a
                                         senior representative of each Disputant (with authority to settle the Dispute) must use
                                         their reasonable efforts to resolve the Dispute.



 


		(c)	If
                                         the Disputants are unable to resolve the Dispute within the Initial Period, each Disputant
                                         agrees that the Dispute must, at the request of any Disputant, be referred to the respective
                                         senior executive of the Ultimate Holding Company of each Disputant or, in the case of
                                         any Disputant (such as the CEO or Managing Director) which does not have an Ultimate
                                         Holding Company, its own senior executive. A joint unanimous determination of the Dispute
                                         in writing by the senior executives within 20 Business Days after the request of any
                                         Disputant to refer the Dispute to the senior executives (or such longer period unanimously
                                         agreed in writing by the Disputants) shall be final and binding on the Disputants.



 




    	 



    	 



    

 


		9.6	Compliance
                                         with Agreement



 


Until the Dispute is resolved,
the Disputants must continue to observe their obligations under this Agreement in a timely manner.


 


		10.	Late
                                         payment



 


		10.1	Interest



 


		(a)	If
                                         a party fails to pay an amount payable under this Agreement by the due date, the party
                                         must pay interest on the amount from the time the amount falls due to the date of actual
                                         receipt by the party to which it is owing (both dates exclusive).



 


		(b)	Interest
                                         will be calculated at the Agreed Rate applicable on the due date for payment of the relevant
                                         amount.



 


		11.	Assignment



 


		11.1	No
                                         assignment



 


Neither
party may assign its interest or obligation under this Agreement without the prior written approval of the other party, and such
approval may be subject to conditions.


 


		11.2	Restriction
                                         on sale



 


The
Company must not sell or sub-licence the Intellectual Property Rights without the prior written consent of Bioxyne (such consent
not to be unreasonably withheld).


 


		11.3	Ownership
                                         of the Company



 


		(a)	Mariposa
                                         must not transfer any shares or other securities in the capital of the Company (other
                                         than to a Related Body Corporate) without the prior written consent of Bioxyne (such
                                         consent not to be unreasonably withheld).



 


		(b)	The
                                         Company must not issue any shares or other securities in the capital of the Company (other
                                         than to a Related Body Corporate) without the prior written consent of Bioxyne (such
                                         consent not to be unreasonably withheld).



 


		12.	Publicity
                                         and confidentiality



 


		12.1	Announcements



 


in consideration of each
party entering into and performing their respective obligations under, and in accordance with the provisions of, this Agreement,
each party agrees, except as required by law or by the ASX Listing Rules (if applicable) that:


 


		(a)	the
                                         terms of this Agreement are to be kept confidential and released to persons who are not
                                         a party to this document (other than the professional advisers to the parties) only by
                                         the prior mutual written consent of the parties; and



 


		(b)	no
                                         party shall make any press release in relation to this Agreement without the prior consent
                                         in writing of the other party.



 


		12.2	Publicity



 


No public announcement
or communication relating to the negotiations of the parties or the subject matter or terms of this Agreement is to be made or
authorised by or on behalf of any party without the prior written approval of the other party.


 




    	 



    	 



    

 


		12.3	Confidentiality



 


Each
party agrees with the other party that all information in relation to the other party's business including, without limitation,
any intellectual property, trade secrets, operations, know-how, or any information concerning the organisation, management and
finance of the other party, which is exchanged between them during the negotiations prior to the Completion Date or in the course
of any party performing its duties or obligations under the provisions of this Agreement, is confidential and shall not be disclosed,
divulged or otherwise placed at the disposal of any person not being a party to this Agreement or a Related Body Corporate of
a party except:


 


		(a)	to
                                         employees, legal advisers, auditors and other consultants requiring the information for
                                         the purpose of this Agreement;



 


		(b)	with
                                         the consent of the party who supplied the information;



 


		(c)	if
                                         the information is, prior to the commencement of this Agreement, lawfully in the possession
                                         of the recipient of the information through sources other than the party who supplied
                                         the information;



 


		(d)	if
                                         required by law or the ASX;



 


		(e)	if
                                         strictly and necessarily required in connection with legal proceedings; and



 


		(f)	if
                                         the information is or becomes generally and publicly available other than through the
                                         default of a party who divulges the information.



 


		13.	Notices



 


		13.1	Form
                                         of notice



 


All
notices, requests, demands, consents, approvals, agreements or other communications (notices) to or by a party given for
the purposes of Agreement must be:


 


		(a)	in
                                         writing;



 


		(b)	signed
                                         by the party giving notice or a person duly authorised by that party or, where transmitted
                                         by e-mail, sent by the party giving notice or a person duly authorised by that party;



 


		(c)	directed
                                         to the recipient's address (as specified in clause 13.3 or as varied by any notice);
                                         and



 


		(d)	hand
                                         delivered, sent by prepaid post or transmitted by email or facsimile to that address,



 


and
will be taken to be duly given or made (in the case of delivery in person or by post or email or facsimile transmission) when
delivered, received or left at the address of the recipient


shown in this Agreement
or to any other address which it may have notified the sender.


 


		13.2	Receipt



 


A notice given in accordance
with this clause is taken as having been given and received:


 


		(a)	if
                                         hand delivered at or before 4.00 pm on a Business Day, on delivery, otherwise at 9.30
                                         am on the next Business Day;



 


		(b)	if
                                         sent by prepaid post, on the seventh Business Day after the date of posting;



 


		(c)	if
                                         transmitted by e-mail, on the first Business Day after the date of transmission; or






 






    	 



    	 



    

 


		(d)	if
                                         transmitted by facsimile at or before 4.00 pm on a Business Day, at the time recorded
                                         on the transmission report indicating successful transmission of the entire notice, otherwise
                                         at 9.30 am on the next Business Day.



 


		13.3	Address
                                         for notices



 


Unless
varied by notice in accordance with this clause 13.3, the parties' addresses and other details are:


 





	(a)	if to Bioxyne: 


 


	Address:	Suite 404, 25 Lime Street, Sydney
    NSW 2000
	 	 
	Email:	tong ho@bigpond.corn
	 	 
	Attention:	Anthony Ho 


 


	(b)	if to Mariposa:



 


	Address:	Suite 6, 61 Avalon. Parade, Avalon
    Beach
		NSW 2107
	 	 
	Email:	pcomarisPmaribosahealth.com.au 
	 	 
	Attention:	Phillip Comans







 





	(c)	if to the Company:  







 


	Address: 	of- Traverse Accountants, Suite 404, 25 Lime Street, Sydney
    NSW 2000  
	 	 
	Email:	pcomansOmariposaheaith.com.au  
	 	 
	Attention:	Phillip Comans










 


		14.	General



 


		14.1	Entire
                                         agreement



 


This
Agreement states all of the express terms of the agreement between the parties in respect of its subject matter. It supersedes
all prior discussions, negotiations, understandings and agreements in respect of its subject matter.


 


		14.2	Variation



 


A
variation of any term of this Agreement will be of no force or effect unless it is in writing and signed by each of the parties.


 


		14.3	Costs
                                         and expenses



 


		(a)	Mariposa
                                         must pay any Duty in respect of the execution, delivery and performance of this Agreement
                                         and any agreement or document entered into or signed under this Agreement.



 


		(b)	Subject
                                         to clause 14.3(a) and any other term of this Agreement, each party must pay its own costs
                                         and expenses in respect of the negotiation, preparation, execution, delivery and registration
                                         of this Agreement or other agreement or document described in clause 14.3(a)



 






    	 



    	 



    

 







		(c)	Any
                                         action to be taken by a party in performing its obligations under this Agreement must
                                         be taken at its own cost and expense unless otherwise provided in this Agreement.



 


		14.4	Waiver



 


		(a)	A
                                         party may not rely on the words or conduct (including a delay in the exercise, a non-exercise
                                         or a partial exercise of a right) of the other party as a waiver of any right arising
                                         under or in connection with this Agreement (including a right to rely on this clause)
                                         unless the waiver is in writing and signed by the party granting the waiver.



 


		(b)	In
                                         clause 14.4(a) the term waiver is
                                         intended to include an election between rights and remedies as well as conduct which
                                         might otherwise give rise to an estoppel.



 


		(c)	A
                                         waiver is only effective in relation to the particular obligation or breach in respect
                                         of which it is given and is not to be taken as an implied waiver of any other obligation
                                         or breach or as an implied waiver of that obligation or breach in relation to any other
                                         occasion.



 


		14.5	Severance



 


		(a)	If
                                         a provision in this Agreement is wholly or partly void, illegal or unenforceable in any
                                         relevant jurisdiction that provision or part must, to that extent, be treated as deleted
                                         from this Agreement for the purposes of that jurisdiction. This does not affect the validity
                                         or enforceability of the remainder of the provision or any other provision of this Agreement.



 


		(b)	Clause
                                         14.5(a) does not apply and has no effect if severance of the provision of this Agreement
                                         in accordance with clause 14.5(a) materially affects or alters the nature or effect of
                                         the parties' obligations under this Agreement.



 


		14.6	Counterparts



 


		(a)	This
                                         Agreement may be executed in any number of counterparts, each signed by one or more parties.
                                         Each counterpart when so executed is deemed to be an original and all such counterparts
                                         taken together constitute one document.



 


		(b)	A
                                         party that has executed a counterpart of this Agreement may exchange that counterpart
                                         with another party by faxing it to the other party and, if that other party requests
                                         it, promptly delivering that executed counterpart by hand or post to the other party.
                                         However, the validity of this Agreement is not affected if the party who has faxed the
                                         counterpart delays in delivering or does not deliver it by hand or by post.



 


		14.7	Further
                                         assurances



 


Each party must, at its
own expense, do all things and execute all further documents necessary to give full effect to this Agreement and the transactions
contemplated by it.


 


		14.8	Governing law and jurisdiction



 


		(a)	This
                                         Agreement is governed by and is to be construed under the laws in force in New South
                                         Wales.



 


		(b)	Each
                                         party irrevocably submits to the non-exclusive jurisdiction of the courts exercising
                                         jurisdiction in New South Wales and courts of appeal from them in respect of any proceedings
                                         arising out of or in connection with this Agreement. Each party irrevocably waives any
                                         objection to the venue of any legal process in these courts on the basis that the process
                                         has been brought in an inconvenient forum.



 






    	 



    	 



    

 


 


 






    	 



    	 



    

 


	Executed as an agreement	 	 
	 	 	 
	Executed by Bioxyne Limited ACN 084 464 193 in accordance
    with section 127(1) of the Corporations Act 2001 (Cth) by:	 	 
	 	 	 
	/s/ Anthony
    Ho	 	/s/ Jarrod T White
	Signature of Director	 	Signature of Director/Company Secretary
	 	 	 
	Anthony
    Ho	 	Jarrod
    T WhitE
	Full Name (print)	 	Full Name (print)
	 	 	 
	Executed by Mariposa Health Limited ACN 134 154 680
    in accordance with section 127(1) of the Corporations Act 2001 (Cth) by:	 	 
	 	 	 
	/s/ Phillip Comans	 	/s/ Kevin Lynn
	Signature of Director	 	Signature of Director/Company Secretary
	 	 	 
	Phillip Comans	 	Kevin
    Lynn
	Full Name (print)	 	Full Name (print)
	 	 	 
	Executed by Hunter Immunology Pty Limited ACN 106 556
    094 in accordance with section 127(1) of the Corporations Act 2001 (Cth) by:	 	 
	 	 	 
	/s/ Anthony HO	 	/s/ Jarrod T White
	Signature of Director	 	Signature of Director/Company Secretary
	 	 	 
	Anthony
    Ho	 	Jarrod
    T WhitE
	Full Name (print)	 	Full Name (print)





 



    	 



    	 



    




 





	Share Sale and Purchase Agreement	HWL Ebsworth







 


Annexure
C - List of Liabilities


 


Being the Trade Creditors reconciliation
below:


 


Hunter Immunology
Pty Limited


Suite 1005


4 Bridge Street

Sydney NSW 2000


 


Payables
Reconciliation [Summary]


 


24/02/2014


 





	 2410212014

        2:03 PM

        Dante
	 	Total
    Due	 	 	0
    - 30	 	 	31
    - 60	 	 	61-90	 	 	Page
    I 90+	 
	Alder IP Pty Ltd	 	$	425.30	 	 	$	425.30	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	Datapharm Australia	 	$	5,049.00	 	 	 	50.00	 	 	$	0.00	 	 	$	0.00	 	 	 	55,049.00	 
	Institute for Breathing &
    Sleep	 	$	825.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 	 	$	025.00	 
	Lanza-Sales Ltd	 	$	66,143.40	 	 	$	0.00	 	 	$	0..00	 	 	$	0.00	 	 	$	66,143.40	 
	Total:	 	$	72,442.70	 	 	$	425.30	 	 	$	0.00	 	 	$	0.00	 	 	$	72017.40	 
	Ageing Percent	 	 	 	 	 	 	0.6	%	 	 	0.0	%	 	 	0.0	%	 	 	99.4	%
	Payables Account	 	$	72,442.70	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Out of Balance
    Amount	 	$	0.00	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 


Being the ongoing payments to contracted
suppliers below:


 


		1.	Alder
                                         IP Pty Ltd as the appointed legal/patent manager and related patent/IP disbursements
                                         and service providers as engaged on the companies behalf in other jurisdictions by Alder
                                         IP;



		2.	Fort
                                         Knox Records Management as the company's archiving service that contains HIL owned
                                         data. This incurs - $60 + GST p/month charge and it is noted that there would be costs
                                         in addition to this for data access/retrieval/disposal as is standard with all other
                                         data carriers;



		3.	Iron
                                         Mountain Australia - archiving service for older company records based in Melbourne.
                                         This incurs - $220 + GST p/month charge and it is noted that there would be costs in
                                         addition to this for data access/retrieval/disposal as is standard with all other data
                                         carriers;



		4.	Grantchester
                                         Financial Services Pty Ltd - Lease of Suite 1001, 4 Bridge Street Sydney NSW 2000.
                                         This is -$1500 + GST p/month which at the date of agreement is prior registered office
                                         of the company and contains some materials. Noted the short term intention is to give
                                         notice to vacate this premises;



		5.	Interactive
                                         investor - manages the company website - note this and the domain name are sold as
                                         property of the company therefore any changes from this service and any charges are the
                                         financial responsibility of the new owners of the company;



		6.	Pacnet
                                         - web hosting $85 per/month inc GST;



		7.	Remektek
                                         Egnyte data store for HIL data room. Noted this is -$1200 p.a + hourly costs of Paul
                                         Szilard to maintain. This data and service is sold with the Company and hence any charges
                                         to maintain or recover the data base pass to the new owner.



		8.	ASICIATO
                                         - as required for annual registration and ongoing fees. All liabilities at date are
                                         disclosed.