EX-10.2



 Exhibit 10.2 

COMMERCIAL IN CONFIDENCE 
 Dated
July 11th 2014 
 BIOMICS BIOTECH CO., LTD. 

and 
 BENITEC BIOPHARMA LIMITED

  
  

RESEARCH AND COLLABORATION AGREEMENT- 

OVERALL PROJECT 
  

 
 FRANCIS
ABOURIZK LIGHTOWLERS 
 Commercial & Technology Lawyers 

Level 16 
 356 Collins Street 

MELBOURNE VIC 3000 
 Tel:
(03) 9642 2252 
 Fax: (03) 9642 2272 

Email: fal@fal-lawyers.com.au 

www.fal-lawyers.com.au 







 COMMERCIAL IN CONFIDENCE 

THIS RESEARCH AND COLLABORATION AGREEMENT is made the 11th day of July 2014 

BETWEEN 
 Biomics Biotech Co., Ltd. (Chinese Registration
Number 320600400015467) of 76 Changxing Rd, Economic & Technology Development Area, Nantong 226016 P.R. China (“Biomics”) 

AND 
 Benitec Biopharma Limited (ACN 068 943 662) c/o
16/356 Collins St, Melbourne, Victoria 3000 (“Benitec”) 
 RECITALS 

 

	A	Biomics is focused on siRNA drug development. It has an RNAi Therapeutics R&D Center, including a siRNA drug R&D lab in Silicon Valley USA, a drug delivery lab in Seattle USA and a pilot R&D base in Nantong,
China. 

  

	B	Benitec is one of the pioneers of RNAi technology. Benitec aims to generate value through the commercialisation of ddRNAi (vector expressed) in the area of human therapeutics. 


 

	C	The Parties have previously undertaken the Prior Projects. The Parties have entered this Agreement in order to: 

  

	 	a.	carry out the Overall Project; and 

  

	 	b.	provide for the Commercialisation of the Project IP. 

 IT IS AGREED 

DEFINITIONS AND INTERPRETATION 
  

	1.1	In this Agreement, the following definitions will apply except where the context otherwise requires: 


“Agreement” means this agreement (including the Recitals and the Schedule) and any amendment made to it in accordance
with clause 17.4; 
 “Background IP” means the Background IP of a Party which it agrees to contribute towards
the Overall Project, development and Commercialisation of Project IP from time to time, including that specified in Item 2 of the Schedule, and the Intellectual Property Rights subsisting in such technology but excluding Third Party
IP; 
 “Business Day” means the day the major trading banks are open for business in the jurisdiction
specified in Item 10 of the Schedule; 
 “Commencement Date” means the commencement date of the
Overall Project to be specified in the Project Plan; 
 “Commercialise” means the use, sale, marketing,
distribution, production, licensing, practical application or other commercial application of Intellectual Property Rights including the provision or exploitation of a product, process, or service reliant on those Intellectual Property Rights or to
licence a third party to do any of these things; 
 “Completion Date” means the completion date of the Overall
Project as determined in accordance with the Project Plan; 

  
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 “Confidential Information” means all know-how, financial information
and other commercially valuable information in whatever form including unpatented inventions, trade secrets, formulae, discoveries, works, improvements, innovations, ideas, concepts, graphs, drawings, designs, biological materials, samples, devices,
models and other materials of whatever description and howsoever documented, recorded or disclosed, which a Party claims as confidential to itself or to a third party to whom it owes a duty of confidentiality and which is within its control. The
following are exceptions to such information: 
  

	 	(a)	information which is already in the public domain; 

  

	 	(b)	information which becomes part of the public domain otherwise than as a result of an unauthorised disclosure by the recipient Party or its representatives; 


 

	 	(c)	information which is or becomes available to the recipient Party from a third party lawfully in possession of such information and who has the lawful power to disclose such information to the recipient Party on a
non-confidential basis; 

  

	 	(d)	information which is rightfully known by the recipient party (as shown by its written record) prior to the date of disclosure to it hereunder; or 


 

	 	(e)	information which is independently developed by an employee of the recipient Party who has no knowledge of the disclosure under this Agreement; 


“Contributions” means the cash and/or in-kind contributions of each Party, provided as a general overview in
Item 5 of the Schedule and to be specified in the Project Plan; 
 “Intellectual Property Rights”
or “IP” means statutory and other proprietary rights in respect of trade marks, patents, circuit layouts, plant varieties, copyrights, confidential information, know-how and all other rights with respect to intellectual property as
defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967; 

“Normal Commercial Terms” means terms which would be contained in a contract or transaction entered into by persons
dealing with each other at arm’s length and from comparable bargaining positions, whilst acknowledging the respective Contributions of the Parties and any further activities towards the development of Project IP; 

“Overall Plan” means the high level plan specified in Annexure 1 outlining the overall objectives of the Overall
Project; 
 “Overall Project” means the further research project the title of which appears in
Item 1 of the Schedule, to be carried out by the Parties under this Agreement in accordance with the Overall Plan as specified in each Project Plan; 

“Overall Project IP” means all Intellectual Property Rights created, conceived, developed or reduced to practice by
either or both of the Parties during the course of the Overall Project; 
 “Parties” means the parties to this
Agreement, their respective successors and permitted assigns, and “Party” means either one of them; 

“Prior Agreement” means the ‘Research and Collaboration Agreement’ between Biomics and Benitec of
9 February 2011, as amended; 

  
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 “Prior Project” means each of the collaborative
research project in relation to Hepatitis B (HBV) therapeutics that was titled ‘Anti-HBV RNAi Therapeutical Efficacy Proof (in-vitro and in-Vivo)’ undertaken by the Parties pursuant to the Prior Agreement and the “Feasibility
Project” as referenced in the Prior Agreement; 
 “Prior Project IP” means the “Overall Project
IP” and the “Feasibility Project IP”, each as specified in the Prior Agreement and including that listed in Item 2 of the Schedule; 

“Project IP” means the Prior Project IP and the Overall Project IP; 

“Project Plan” means the plan/s for the conduct of the Overall Project, to be agreed between the Parties from time to
time in accordance with clause 3.2 and annexed to this Agreement; 
 “Reports” means the reports described in
Item 8 of the Schedule; 
 “Research Committee” means the committee established under clause 4.1;
and 
 “Third Party IP” means any Intellectual Property Rights contributed by a Party which are licensed from
a third party, including those specified in Item 4 of the Schedule or as otherwise agreed from time to time. 
  

	1.2	In this Agreement, unless the contrary intention appears: 

  

	 	(a)	headings are for convenience only and do not affect the interpretation of this Agreement; 

  

	 	(b)	a reference to a clause, Schedule or Recital is a reference, respectively, to a clause of, schedule to or recital of this Agreement; and 


 

	 	(c)	a reference to a statute or regulation includes an amendment or re-enactment to that legislation and includes subordinate legislation in force under it; 


 

	 	(d)	the singular includes the plural and vice versa; 

  

	 	(e)	a reference to a gender includes reference to every gender; 

  

	 	(f)	a provision of this Agreement will not be interpreted against a Party just because that Party prepared the provision; and 

  

	 	(g)	the rights, obligations, representations, warranties and indemnities of a Party are given, undertaken, made or offered (as the case may be) jointly and separately by each of the parties who together constitute that
Party under this Agreement and each of the rights, obligations, representations, warranties and indemnities of that Party is to be read accordingly. 

  

	1.3	If there is any inconsistency between the terms of this Agreement and the Project Plan, the terms of this Agreement will prevail. 


PRIOR AGREEMENT & TERM 
  

	2.1	The Parties acknowledge that the Prior Agreement has been completed in accordance with its terms and that neither Party has any outstanding obligations in relation to the performance of the Prior Agreement. This
Agreement supersedes and terminates the Prior Agreement. 

  

	2.2	This Agreement and the Overall Project will begin on the Commencement Date and terminate on the Completion Date, subject to its earlier termination pursuant to clause 14. 


  
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 OVERALL PROJECT 

 

	3.1	Each Party agrees that the Overall Project will be undertaken in a manner consistent with achieving the Overall Plan. 

  

	3.2	For each stage of the Overall Plan in which both Parties are involved, prior to undertaking any activities or providing Contributions, the Parties will agree upon a Project Plan detailing their respective activities and
Contributions towards that stage. Any amendments or updates to the Project Plan and Contributions to achieve the Overall Plan will be agreed in writing between the Parties from time to time. 


 

	3.3	The Parties acknowledge that the activities required pursuant to this Agreement require a high degree of collaboration and cooperation. The Parties agree to act in good faith and in a reasonable commercial manner in the
performance of this Agreement including, without limitation, in dealing with all the activities and decisions under and resulting from the Overall Project and in exercising all powers and rights under this Agreement. 


 

	3.4	Each Party will make its Contributions available to the Overall Project at the time, location and in the manner set out in the Project Plan and will use its best endeavours to ensure its activities are carried out in
the manner and according to the time frame set out in the Project Plan. 

  

	3.5	Following invoice from Biomics, Benitec will make its financial Contributions towards the Overall Project in accordance with Item 5 of the Schedule. 


 

	3.6	Each Party will promptly notify the other of any reason that the Overall Project cannot be undertaken in accordance with the Project Plan. If the Project Plan specifies that a milestone is to be achieved, the next stage
of the Overall Project will not proceed until such milestone is achieved or amended. If a milestone cannot be achieved or the Parties cannot agree upon amendments to the Project Plan, then the Overall Project and this Agreement will terminate upon
either Party providing twenty (20) Business Days’ notice to the other Party. 

 RESEARCH COMMITTEE 

 

	4.1	The management of the Overall Project will be undertaken by a research committee consisting of the representative(s) of Biomics and Benitec identified in Item 6 of the Schedule. 


 

	4.2	The Research Committee will meet at the times and locations specified in Item 7 of the Schedule. 

  

	4.3	The Research Committee has no authority to amend this Agreement (including the Project Plan) or to bind the Parties. 


RESEARCH REPORTS 
  

	5.1	Biomics will submit Reports to the Research Committee in the manner and at the times set out in Item 8 of the Schedule. 


  
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 COMMERCIALISATION OF PROJECT IP 

 

	6.1	Benitec will be responsible for Commercialisation of the Project IP upon Normal Commercial Terms and in accordance with this Agreement. 


 

	6.2	Benitec will develop and implement a plan for the Commercialisation of the Project IP (“Commercialisation Plan”). Benitec will provide the Commercialisation Plan to Biomics with regular updates on the
achievement of the Commercialisation Plan. 

 Commercialisation Reports 

 

	6.3	Following completion of the Overall Project, Benitec will provide Biomics with an annual Commercialisation report outlining: 

  

	 	(a)	the Commercialisation Plan, updates and activities towards Commercialisation of the Project IP; 

  

	 	(b)	IP Expenses: legal, attorney and other expenses associated with the protection and Commercialisation of Project IP (“IP Expenses”); 


 

	 	(c)	IP Income: licence fees, royalties and milestone payments arising directly from the Commercialisation of Project IP (“IP Income”); and 


 

	 	(d)	Net Profits: being the IP Income minus the IP Expenses (“Net Profits”) for distribution between the Parties. 


Sharing of Project IP Net Profits 
  

	6.4	The Parties will share the Net Profits based on their relative Contributions towards the research, development, protection and Commercialisation of the Project IP (“IP Contributions”).


  

	6.5	The Parties currently intend that their respective IP Contributions will be equal and upon this basis upon this each Party will have a right to 50% of the Net Profits, which intention is based on the following:


  

	 	(a)	Prior Projects: each Party has made equal Contributions towards the Prior Projects, as specified in Item 5 of the Schedule; and 


 

	 	(b)	Overall Project: each Party has committed to make equal Contributions towards the Overall Projects, as referenced in Item 5 of the Schedule and to be agreed in the Project Plan. 


 

	 	6.6	Benitec will pay Biomics a share of the Net Profits in accordance with the principles specified in clauses 6.4 and 6.5. Specifically, each Party will receive a proportion of Net Profits based upon its actual IP
Contributions as a proportion of the total actual IP Contributions of Biomics and Benitec. 

 RIGHTS TO IP 

 

	7.1	Background IP 

  

	 	(a)	Each Party grants the other Party a royalty free, non-exclusive research use licence of its Background IP limited to the field of ddRNAi Hepatitis B for the purpose of conducting the Overall Project. 


 

	 	(b)	Biomics grants to Benitec a royalty free, worldwide, non-exclusive licence to use its Background IP within the field of ddRNAi Hepatitis B to the extent that it is reasonably necessary for the Commercialisation of the
Project IP pursuant to this Agreement. 

  

	 	(c)	Other than the rights granted pursuant to this clause 7.1, a Party will have no rights in relation to the other Party’s Background IP. 


  
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	7.2	Third Party IP 

  

	 	(a)	Each Party agrees to contribute Third Party IP towards the Project as agreed in relation to it, including as specified in Item 4 of the Schedule. 


 

	 	(b)	Third Party IP is contributed towards the Project upon the terms as specified in Item 4 of the Schedule and as otherwise notified in writing by the contributing Party to the other Party from time to time. The
Parties agree that the IP in any improvements to Third Party IP will be owned in accordance with the terms of contribution of the Third Party IP. 

  

	 	(c)	Unless specified otherwise in Item 4 of the Schedule or separately in writing, the contribution of Third Party IP by a Party does not include a right or licence to use such Third Party IP outside the Project
nor does it include any right or licence to Commercialise such Third Party IP. 

  

	7.3	Project IP 

  

	 	(a)	All right, title and interest in the Project IP vests in and is hereby assigned to Benitec with effect from the later of the Commencement Date or the date of its creation. 


 

	 	(b)	Upon request, Biomics must sign all documents and do all things (including requiring its officers, employees and contractors to sign documents) as may be necessary or desirable to vest, confirm, perfect and record the
ownership rights of Benitec under clause 7.3. 

  

	7.4	Disclosure & Protection of Project IP 

  

	 	(a)	Each Party agrees to promptly notify the other Party of any invention or other development which may require action to be undertaken to ensure the protection of Project IP, under a statutory regime or in any other
manner. 

  

	 	(b)	The Parties shall use their best endeavours to agree upon the necessity and manner for protecting Project IP based upon the principles of seeking the broadest possible protection for valuable Project IP.


  

	 	(c)	Unless otherwise agreed, the Parties will pay equally for the costs of agreed actions relating to the protection of Project IP. 

  

	 	(d)	Each Party agrees to prepare and execute all such documents as are reasonably required to ensure the appropriate protection of Project IP. 


 

	 	(e)	Each Party warrants that it has in place appropriate agreements with its employees, consultants and other personnel (‘Personnel’) to ensure that Project IP will be owned and dealt with in accordance with this
Agreement. A Party is solely responsible for compensating those of its Personnel who have contributed towards the development of Project IP and indemnifies the other Party from any claim from such Personnel, including claims in relation to
rights to Project IP or a share of returns arising there from. 


  
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 CONFIDENTIALITY AND PUBLICATION 

 

	8.1	Each Party will treat the terms of this Agreement and all Confidential Information disclosed by the other Party as confidential and will not, without the prior written consent of the other Party, disclose or permit the
same to be disclosed to any third person. 

  

	8.2	It will be the responsibility of a Party to ensure that its employees, officers and agents comply with the obligations of confidentiality imposed upon it by this clause 8 as if personally bound by such obligations.


  

	8.3	Each Party’s obligations under this clause 8 will survive expiration or earlier termination of this Agreement and continue until the Confidential Information disclosed to it lawfully becomes part of the public
domain. 

  

	8.4	Neither Party will disclose or publish the Project IP other than with the prior written consent of the other Party, which consent may be reasonably withheld. 


USE OF NAME AND LOGO 
  

	9.1	Neither Party will use the name or logo of the other Party without having obtained the other Party’s prior written consent. 


INSURANCE 
  

	10.1	Each Party will: 

  

	 	(a)	carry out the Overall Project and Commercialise the Project IP at its own risk; and 

  

	 	(b)	maintain or cause to be maintained adequate insurance in respect of its carrying out of the Overall Project and Commercialisation of the Project IP. 


 

	10.2	Each Party will at all times comply with the terms of its insurance policies the subject of clause 10.1 (b). 

  

	10.3	Each Party’s obligations under this clause 10 will survive expiration or earlier termination of this Agreement. 


WARRANTIES 
  

	11.1	Each Party agrees and acknowledges that: 

  

	 	(a)	the other Party has not made any and excludes all warranties, terms, conditions or undertakings, whether express or implied, written or oral, statutory or otherwise including any implied warranty of merchantability or
of fitness for a particular purpose in respect of the Overall Project or the Project IP; 

  

	 	(b)	neither Party will be liable for any special, indirect or consequential damages arising under or pursuant to this Agreement; 

  

	 	(c)	neither Party has made and does not by entering into this Agreement make any representation or warranty, express or implied, that its Background IP, Third Party IP and the Project IP does not infringe any third
party’s Intellectual Property Rights. 


  
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 INDEMNITY 
  

	12.1	Each Party indemnifies and keeps the other Party indemnified from and against all claims and actions arising from any negligent act or omission on the part of the first mentioned Party or its employees, agents,
contractors or consultants in connection with this Agreement. 

  

	12.2	Each Party shall indemnify and keep the other Party indemnified from and against all claims and actions by any third party in relation to the infringement of any Intellectual Property Rights by the first mentioned Party
or its employees, agents, contractors or consultants in connection with this Agreement. 

 INFRINGEMENT AND THIRD PARTY
PROCEEDINGS 
  

	13.1	Each Party will give the other notice of: 

  

	 	(a)	any claim or allegation that the exercise of the rights under this Agreement constitute an infringement of the rights of any third party; and 


 

	 	(b)	any third party’s infringement or threatened infringement of the Background IP, Third Party IP or the Project IP, of which it becomes aware. 


 

	13.2	Neither Party will institute any legal proceedings relating to the Project IP without the prior written consent of the other Party. Each Party will notify the other in writing of any legal proceedings instituted against
it in relation to the Project IP. Neither Party will settle any such legal proceedings without the prior written consent of the other Party and any such settlement will contain a release in favour of the other Party. 


 

	13.3	The Parties will confer as to what steps, if any, are to be taken against any person allegedly infringing any patent or other Intellectual Property Rights vested in the Project IP. 


TERMINATION 
  

	14.1	The term of this Agreement is as specified in clause 2.2. 

  

	14.2	A Party may terminate this Agreement by providing to the other Party written notice on the happening of any of the following events: 


 

	 	(a)	if the other Party commits or allows to be committed a breach of any of the obligations set out in this Agreement and on its part to be performed or observed and does not within thirty (30) days of receipt of
notice in writing from the terminating Party make good the breach (where such breach is capable of remedy); 

  

	 	(b)	if the other Party commits or allows to be committed a breach of any of the obligations set out in this Agreement and that breach is not capable of remedy; 


 

	 	(c)	if the other Party is the subject of winding up or liquidation proceedings, whether voluntary or compulsory, otherwise than for the purpose of and followed by, a reconstruction, amalgamation or reorganisation;


  

	 	(d)	if the other Party has become insolvent, bankrupt or is subject to the appointment of an administrator, a mortgagee, a receiver or manager or an inspector to investigate its affairs, enters into any arrangement or
composition with its creditors generally, or is unable to pay its debts as and when they become due; or 

  

	 	(e)	if execution is levied upon all or any part of the assets of the other Party, provided that no breach will take place under this Agreement if the execution is contested in good faith or if within seven (7) days
after it is levied payment is made in full to the judgment creditor in question of all amounts owing to such judgment creditor, 


  
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 such termination to be effective immediately upon receipt of the abovementioned written
notice. 
  

	14.3	Upon termination of this Agreement pursuant to this clause 14 Biomics will reimburse Benitec for any of Benitec’s financial Contributions that have not been expended. 


RESOLUTION OF DISPUTES 

If a dispute arises between the Parties (the “Dispute”), the Parties agree to negotiate in good faith to resolve the Dispute and will
refer resolution of the Dispute to their chief executive officers, or their nominees. If the Dispute has not been resolved by negotiation within a reasonable time then either Party may refer the Dispute to mediation and will do so before initiating
proceedings in a court to resolve the Dispute. A Dispute which is referred to mediation will be referred to the Australian Commercial Dispute Centre Limited (“ACDC”) and be conducted in accordance with, in the case where Benitec is an
Australian organisation or person, the ACDC Mediation Guidelines, or, in the case where Benitec is ordinarily resident outside Australia, the UNCITRAL Conciliation Rules (and in either case will be heard by one conciliator appointed under the
relevant rules in the jurisdiction set out in Item 10 of the Schedule with the proceedings being in English). If the Dispute has not been resolved within sixty (60) days of referral to ACDC either Party is free to initiate
proceedings in a court. Nothing in this clause will prevent a Party from seeking interlocutory relief through courts of appropriate jurisdiction. 

NOTICES 
  

	16.1	Any notice, demand or other communication required to be given or made in writing under this Agreement will be deemed duly given or made if delivered or sent by prepaid post or facsimile transmission to the attention of
the contact person and to the address specified in Item 9 of the Schedule. 

  

	16.2	Either Party may change its nominated contact person, address or facsimile transmission number for the purposes of this Agreement by giving notice of such change to the other Party within thirty (30) days of the
change. 

  

	16.3	Any notice or other communication will be deemed to have been received by the Party to which it was sent: 

  

	 	(a)	in the case of hand delivery, upon the date of such delivery; 

  

	 	(b)	in the case of prepaid post within Australia, on the third day next following the date of dispatch; or 

  

	 	(c)	in the case of facsimile transmission, at the time of transmission, provided that, following the transmission, the sender receives a transmission confirmation report unless in any such case it would be deemed to have
been received on a day which is not a Business Day, or after 5 p.m. on such a Business Day, in which event it will be deemed to have been received on the next such Business Day. 


  
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 GENERAL 
  

	17.1	Governing Law 

 This Agreement is governed by the laws of the place named in
Item 10 of the Schedule and each Party submits to the jurisdiction of the courts of that State and their courts of appeal. 
  

	17.2	Severability 

 Any illegal or invalid provision of this Agreement will be severable and
all other provisions will remain in full force and effect. 
  

	17.3	Waiver 

 Any failure by a Party to compel performance by the other Party of any of the
terms or conditions of this Agreement will not constitute a waiver of those terms or conditions, nor will it affect or impair the right to enforce those rights at a later time or to pursue remedies for any breach of those terms or conditions. A
waiver of any right under this Agreement will be in writing. 
  

	17.4	Amendment 

 This Agreement may only be amended by a written instrument signed by each of
Biomics and Benitec. 
  

	17.5	Entire Agreement 

 This Agreement contains the whole of the agreement between Biomics and
Benitec with respect to its subject matter and supersedes any and all other representations or statements by either Party whether oral or in writing and whether made prior or subsequent to the date of this Agreement. 

 

	17.6	Relationship 

 Each Party enters this Agreement as an independent contractor and nothing
in this Agreement will create any other relationship between them. 
  

	17.7	Force Majeure 

 A Party will not be liable for any failure to carry out its obligations
under this Agreement where such failure is due to any cause beyond the reasonable control of that Party. 
  

	17.8	Assignment 

 A Party will not assign its rights under this Agreement without the prior
written consent of the other Party. 
  

	17.9	Further Assurance 

 Each Party agrees to do all acts, including the signing of
documentation, necessary or desirable to give effect to this Agreement. 
  

	17.10	No Authority 

 Neither Party may enter into any agreement or incur any liabilities on
behalf of the other Party without that other Party’s prior written consent and may not represent to any person that it has any authority to do so. 

  
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	17.11	Payments in Australian Currency 

 Unless the other Party consents in writing or as
otherwise specified in the Schedule, any payments which are required to be paid under this Agreement will be paid in Australian currency. 
  

	17.12	Counterparts 

 This Agreement may be executed in any number of counterparts. 

 

	17.13	Costs and Expenses 

 Each Party will bear its own costs and expenses in relation to the
negotiation, preparation, execution, delivery and completion of this Agreement and any other related documentation. 
  

	17.14	Survival 

 Clauses 7-18 survive expiration or earlier termination of this Agreement. 


  
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 EXECUTED BY THE PARTIES AS AN AGREEMENT 

 

							
	Signed for and on behalf of		)				
	BIOMICS BIOTECH CO., LTD.		)				
	by		)				
	     		)		
	Dr. York Yuanyuan Zhu		)				/s/ York Yuanyuan Zhu
	  
	  	 	  

	Chairman/CEO		)				
	  
 and
		)				
		)				
			)				
	Li Shan		)				/s/ Li Shan
	  
	  		 	  

	VP of Marketing and Sales		)				
			)				
			)				
					Date:		 July 11, 2014


  

							
	Signed for and on behalf of		)				
	BENITEC BIOPHARMA LIMITED		)				
	by		)				
	     		)		
	Peter French		)				/s/ Peter French
	  
	 	 	  

	CEO		)				
	  
 and
		)				
		)				
			)				
	Greg West		)				/s/ Greg West
	  
	 		 	  

	Director/ Chief Financial Officer		)				
			)				
			)				
					Date:		 July 21, 2014



  
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 SCHEDULE 
  

	Item 1	Overall Project Title 

 HBV shRNA Therapeutics 

 

	Item 2	Prior Project IP 

  

					
	 Patent/Application Number
	  	 Invention Title
	  	 Inventor(s)

	PCT/CN2011/071107 (WIPO)	  	HBV Treatment                	  	Michael Graham, Peter French, York Zhu, Yixiang Lu, Tiejun Li, Yunchenge Sun, Xiaojun Tang, Li Shan

  

	Item 3	Background IP 

  

	 	(a)	Biomics: The Biomics Background IP including its patent of constructing Entire siRNA Targets (EsT) library including various functional length and all binding sites along with a gene target and foreign
equivalents. 

  

					
	 Patent/Application Number
	  	 Invention Title
	  	 Inventor(s)

	US20090099043 (US)	  	Construction of Pool of Interfering Nucleic Acids Covering Entire RNA Target Sequence and Related Compositions	  	York Zhu
			
	PCT/CN2008/001283 (WIPO)	  	A PCR Based High Throughput Method of Full Site Small Interfering RNA (siRNA) Polynucleotides and Related Compositions	  	York Zhu
			
	200710024217.6 (CN)	  	Construction of Pool of Interfering Nucleic Acids Covering Entire RNA Target Sequence and Related Compositions	  	York Zhu
			
	200810019839.4 (CN)	  	A Method for Production of Restriction Enzyme-Ecop15l	  	Jackey Lu, York Zhu
			
	PCT/CN2013/072236	  	Liposomal formutions, its use and method of making it	  	Jianxin (Jay) Chen, Wei (Vivian) Peng, Tiejun Li, etc

  

	 	(b)	Benitec: The Benitec Background IP consists of its Graham ‘099 and foreign equivalents, Waterhouse patents and Benitec’s Multi-cassette families as indicated by the following: 


 

					
	 Patent/Application Number
	  	 Invention Title
	  	 Inventor(s)

	6,573,099 (US)	  	GENETIC CONSTRUCTS FOR DELAYING OR REPRESSING THE EXPRESSION OF A TARGET GENE	  	Graham, Michael W Rice, Robert N
			
	PCT/ AU99/00195(WO99/49029)	  	CONTROL OF GENE EXPRESSION	  	Graham, Michael W Rice, Robert N Waterhouse, Peter Wang, MingBo
			
	11/072592 (US)	  	MULTIPLE PROMOTER EXPRESSION	  	Roelvink, Petrus


  
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	 Patent/Application Number
	  	 Invention Title
	  	 Inventor(s)

	PCT/US2005/0017447	  	CASSETTES FOR SIMULTANEOUS DELIVERY OF RNAI AGENTS	  	W Suhy, David A Kolkykhalov, Alexander A
			
	 US 10/821, 726 US
 11/180,928 US
11,218,999
	  	SYNTHETIC GENES AND GENETIC CONSTRUCTS COMPRISING THE SAME	  	Waterhouse, Peter Graham, Michael Wang, MingBo Smith, Neil
			
	WO99/53050	  	METHODS AND MEANS FOR OBTAINING MODIFIED PHENOTYPES	  	Waterhouse, Peter Graham, Michael Wang, MingBo Smith, Neil

  

	Item 4	Third Party IP 

 Benitec contribution of Touchlight Genetics Ltd 

[TBC - Possible patents to be contributed from Touchlight via Benitec] 

 

					
	 Patent/Application Number
	  	 Invention Title
	  	 Inventor(s)

	PCT/GB2011/001175	  	Production of Closed Linear DNA Using a Palindromic Sequence	  	Neil Porter
			
	EP2391731	  	Production of Closed Linear DNA	  	Vanessa Hill

  

	Item 5	Contributions 

 The Contributions of the Parties consist of the following: 

 

	 	•	 	Prior Project Contributions - those Contributions already provided to the Prior Projects; 

  

	 	•	 	Overall Project Contributions - to be provided to the Overall Project pursuant to this Agreement. 


Prior Project Contributions 

The Parties acknowledge that their Contributions towards the Prior Projects were as follows and detailed in the following table: 

 

	 	(a)	Biomics 

 Biomics provided unreimbursed in-kind contributions towards the Prior Projects
totalling: AUD$438,275. 

  
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	 	(b)	Benitec: 

 Benitec’s Contributions towards the Prior Projects total AUD$578,275.

  

																									
	 Original Phase I and II program

ESTIMATED and ACTUAL historical costs
  

(AUS$ 000)
	  	Original
Estimated
costs,
laboratory	 	  	Original
Estimated
costs,
labour	 	  	Total
Original
Estimated
costs	 	  	Costs
exceeding
original
estimates	 	  	Total
costs	 	  	Payments
by Benitec
to Biomics	 
	 Phase I - 21 August 2009 costs
	  	 	79,956	  	  	 	79,121	  	  	 	159,077	  	  	 	57,723	  	  	 	216,800	  	  	 	108,400	  
	 Phase II 22 March 2011 ‘Overall Project’ costs
	  				  				  	 	662,227	  	  	 	-2,477	  	  	 	659,750	  	  	 	329,875	  
		  				  				  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total costs
	   
		 	821,304	  		 	55,246	  		 	876,550	  		 	438,275	  
		  				  				  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
					
	 Note: costs exceeded original budgets by AUD55,246

Patent costs not included (Benitec patent costs to date AUD 140k)
	   

  
																

 Overall Project Contributions 

The anticipated Contributions for the Overall Project are as specified in the table in Annexure 1. 

It is anticipated that the Parties will equally contribute to these Overall Project Contributions, however such contribution is subject to
agreed Project Plans being entered into. 
  

	Item 6	Research Committee Representatives 

  

	 	(a)	Biomics: York Zhu, CEO 

  

	 	(b)	Benitec: Peter French, CEO 

  

	 	(c)	Such other persons as agreed by Biomics and Benitec from time to time. 

  

	Item 7	Times and Locations of Research Committee Meetings 

 Bi-annually and more
frequently if required, alternating meetings between Nantong and Melbourne. 
  

	Item 8	Reports 

 Biomics will prepare and provide to Benitec a summary report of research
progress on a monthly basis and a detailed report on the conduct of the Overall Project and its results each quarter and within 1 month of completion of the Overall Project. 
  

	Item 9	Notices 

  

									
	Biomics		Benitec				
		
	 Li Shan

International Marketing Manager

76 Chang Xing Road, Nantong E&T

Development Area]
		 Peter French
 CEO

c/o 16/356 Collins St

	Nantong P.R. China 226016		Melbourne, Victoria, Australia 3000
		
	Attention: Li Shan		Attention: Peter French
					
	Telephone:		+86 513 85175235		Telephone:		+61 (0) 412457595		
					
	Facsimile:		+86 513 85175229		Facsimile:		+61 (0) 3 8678 1342		
		
	Email: lee@biomics.cn		Email: pfrench@benitec.com



  
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	Item 10	Governing Law 

 Victoria, Australia 

  
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