exv10w17



 





Exhibit 10.17




					
	 
	QUEENSLAND LAND REGISTRY
	 	LEASE/SUB LEASE
	 	Form 7 Version 6
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 1 of 41






Dealing Number




	 	 	 	 
	

	OFFICE USE ONLY	 	 
	Privacy
Statement
	 	 	 
	 
	Collection of this information is authorized by the
Land Title Act 1994 the Land Act 1994
and the Water Act 2000 and is used to maintain
the publicly searchable registers in the land registry
and the water register. For more information about
privacy in NR&W see the department’s website.	 






	 	 	 	 	 	 	 	 	 
	 
	 
	1.

	 	Lessor
	 	Lodger (Name, address, E-mail & phone number)
	 	Lodger

	 
	 

	 	Garrels Investments Pty Ltd
	 	 	 	Code 23

	 

	 	ACN 072 966 057 as trustee under instrument no. 701441864
	 	Corrs Chambers Westgarth
	 		 	 
	 

	 	 	 	Lawyers	 	 	 	 
	 

	 	 	 	1 Eagle Street	 	 	 	 
	 

	 	 	 	BRISBANE QLD 4000	 	 	 	 
	 

	 	 	 	MBaldwin	 	 	 	 
	 

	 	 	 	(07) 3228 9751 9039550	 	 	 	 
	 

	 	 	 	prime.legal@corrs.com.au	 	 	 	 
	 





	 	 	 	 	 	 	 	 	 	 	 

	 
	2.

	 	Lot on Plan Description
	 	County
	 	Parish
	 	Title Reference

	 

	 	Lot 88 on CP WD807033
	 	Ward
	 	Nerang
	 	50132198	 	 
	 





	 	 	 	 	 	 	 	 	 
	 
	3.

	 	Lessee
	 	Given names
	 	Surname/Company name and number
	 	(include tenancy if more than one)
	 
	 

	 	 	 	 	 	Peplin Operations Pty Ltd	 	 
	 

	 	 	 	 	 	ACN 093 317 367	 	 
	 





	 	 	 
	 
	4.

	 	Interest being leased
	 
	 

	 	Fee Simple
	 





	 	 	 
	 
	5.

	 	Description of premises being leased
	 
	 

	 	The whole of the land
	 





	 	 	 	 	 	 	 	 	 
	 
	6.

	 	Term of lease
	 	 	7.	 	 	Rental/Consideration
	 
	 

	 	Commencement date: 1 June 2007
	 	 	 	 	 	See Enlarged Panel
	 

	 	Expiry date: 31 May 2012	 	 	 	 	 	 
	 

	 	#Options:	 	 	 	 	 	 
	 

	 	#Insert nil if no option or insert option period
(eg 3 years or 2 x 3 years)
	 





	 	 	 
	 
	8.

	 	Grant/Execution
	 
	The Lessor leases the premises described in item 5 to the lessee for the term stated in item 6 subject to the covenants and
conditions contained in the attached schedule
	 






Witnessing officer must be aware of his/her obligations under section 162 of the Land Title Act 1994




	 	 	 	 	 	 	 
	 
	 
	 

	 	signature
	 	 	 	Garrels Investments Pty Ltd ACN 072 966 057
	 	 	 	 	 
	 
	 

	 	full name
	 	 	 	/s/ [ILLEGIBLE]
	 	 	 	 	 
	 

	 	qualification
	 	 	 	Director

/s/ [ILLEGIBLE]
	 	 	 	 	 
	 

	 	 	 	28/5/07
	 	Director/Secretary
	Witnessing Officer	 	 Execution Date	 	Lessor’s Signature
	(Witnessing officer must be in accordance with Schedule
1
of Land Title Act 1994 eg Legal Practitioner, JP, C Dec)	 	 	 	 
	 





	 	 	 
	 
	9.

	 	Acceptance
	 
	The lessee accepts the lease and acknowledges the amount payable or other considerations for the lease.
	 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Peplin Operations Pty Ltd ACN 093 317 367
	/s/ William Haoville

	 	signature	 	 	 	 	 	 
	William Haoville	 	full name	 	 	 	/s/ Peter James Welburn
	 	 	 	 	 	 	 
	Real Estate Agent
	 	qualification
	 	 	 	Name:
	 	Peter James Welburn
	 	 	 	 	 	 	Authorised officer


	 	 	 	 	 	 	/s/ David James Baillie Smith
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	David James Baillie Smith
	 	 	 	 	28/5/07	 	Authorised officer
	Witnessing Officer 	 	Execution Date	 	 	 	Lessee’s Signature
	(Witnessing officer must be in accordance with Schedule
1
of Land Title Act 1994 eg Legal Practitioner, JP, C Dec)	 	 	 	 	 	 

















 








					
	QUEENSLAND LAND REGISTRY
	 	ENLARGED PANEL
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 2 of 41






Title Reference 50132198



This is the Enlarged Panel referred to in Item 7 of the Lease




7. Rental/Consideration



Part A – Rent and Rent Reviews



CPI and Market only





	A.1	 	Further definitions
	 
	 	 	In this Lease unless the contrary intention appears:
	 
	 	 	Appointment Date means the date the person appointed under clauses A.11 or A.12 gives to the
last of the Landlord and the Tenant the Notice under clause A.14(d) that the person agrees
to act as Valuer.
	 
	 	 	Australian Institute of Valuers means the Queensland Division of the Australian Institute of
Valuers and Land Economists.
	 
	 	 	CPI Number means the All Groups Consumer Price Index Number for the City of Brisbane as
determined by the Australian Bureau of Statistics or other authority or instrumentality
having jurisdiction in the matter.
	 
	 	 	Criteria means the matters described in clause A.16.
	 
	 	 	Current Market Rent means the amount per annum equivalent to the current market rental value
of the Premises as at a relevant Market Review Date based on the Criteria.
	 
	 	 	Indexation Review Date means the date (and if more than one, each of the dates) specified in
the schedule.
	 
	 	 	Landlord’s Assessment means the Landlord’s assessment of the Current Market Rent as
specified in the Landlord’s Notice.
	 
	 	 	Landlord’s Notice means a written notice given by the Landlord to the Tenant under clause
A.6.
	 
	 	 	Market Review Date means the date (and if more than one each of the dates) specified in the
schedule and at the election of the Landlord the first day of any holding over period.
	 
	 	 	Market Review Area means the location described in the schedule.
	 
	 	 	Notice of Appointment means a written notice given by the Landlord to the person appointed
as Valuer, under clause A.13.
	 
	 	 	Notice of Nomination means a written notice given by the Landlord to the Tenant under clause
A.11(b).
	 
	 	 	Notice of Rejection means a written notice given by the Tenant to the Landlord strictly in
accordance with clause A.11(c).
	 
	 	 	Notice of Selection means a written notice given by the Landlord to the Tenant under clause
A.12.
	 
	 	 	President’s Notice means a written notice given by the president or other principal officer
of the Australian Institute of Valuers to each of the Landlord and the Tenant under clause
A.12.
	 
	 	 	Quarter means any three month period ending on 31 March, 30 June, 30 September or 31
December (as the case may be).
	 
	 	 	Review Date means each Indexation Review Date and each Market Review Date.




 









 







					
	QUEENSLAND LAND REGISTRY
	 	ENLARGED PANEL
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 3 of 41





Title Reference 50132198





	 	 	Tenant’s Notice means a written notice given by the Tenant to the Landlord strictly in
accordance with clause A.8.
	 
	 	 	Valuer means a person appointed under clause A.11 or clause A.12 to determine the Current
Market Rent who complies with clause A.14.
	 
	A.2	 	Consumer Price Index Review
	 
	 	 	The Base Rent shall be reviewed on each Indexation Review Date to an amount being the
greater of:






	 	(a)	 	104% of the Base Rent payable immediately preceding the relevant Indexation
Review Date; and
	 
	 	(b)	 	an amount calculated under the following formula:





	 	 	 	 	 	 
	 

	 	A =
	 	(B x C)	 
	 

	 	 	 	D







	 	 	 	Where:
	 
	 	 	 	A means the Base Rent payable on and from the relevant Indexation Review Date.
	 
	 	 	 	B means the Base Rent payable immediately preceding the relevant Indexation Review
Date.
	 
	 	 	 	C means the CPI Number for the Quarter immediately preceding the relevant
Indexation Review Date.
	 
	 	 	 	D means the CPI Number for the Quarter immediately preceding the later of the
Commencement Date and the Review Date which immediately precedes the relevant
Indexation Review Date.






	A.3	 	Modification of CPI Number
	 
	 	   If:






	 	(a)	 	the CPI Number or the method or manner of computation of the CPI Number is
modified at any time in a substantial or significant manner;
	 
	 	(b)	 	the CPI Number is discontinued or abandoned; or
	 
	 	(c)	 	for any reason it is not possible to calculate the Base Rent under clause
A.2(b),






	 	 	the amount under clause A.2(b) shall be calculated based upon the index or criteria
nominated by the Australian Bureau of Statistics, on the application of the Landlord as best
measuring the variation in the cost of living in the City of Brisbane for the period in
question or, if the Australian Bureau of Statistics does not nominate such index or criteria
within 20 Business Days after application by the Landlord, based upon such index or criteria
nominated by a practising member in Queensland of the Institute of Chartered Accountants in
Australia appointed by the Landlord.




 









 







					
	QUEENSLAND LAND REGISTRY
	 	ENLARGED PANEL
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 4 of 41





Title Reference 50132198



	A.4	 	Indexation Interim Base Rent
	 
	 	 	Pending the calculation under clause A.2 the Base Rent payable by the Tenant from the
relevant Indexation Review Date shall be the amount referred to in clause A.2(a). That
amount shall be payable as Base Rent until any calculation under clause A.2(b) has effect.
If the amount calculated under clause A.2(b) is greater than the amount referred to in
clause A.2(a) the Tenant shall pay to the Landlord on demand the amount being the difference
between the amount paid since the relevant Indexation Review Date and the amount which would
have been payable had the amount so calculated been the amount paid from the relevant
Indexation Review Date.
	 
	A.5	 	Market Review
	 
	 	 	The Base Rent shall be reviewed on each Market Review Date to an amount being the
greater of:






	 	(a)	 	the Base Rent payable immediately preceding the Market Review Date; and
	 
	 	(b)	 	the Current Market Rent.






	 	 	The determination of Current Market Rent shall take place under clauses A.6 to A.21.
	 
	A.6	 	Landlord’s Notice
	 
	 	 	The Landlord may, at any time prior to six months before a Market Review Date, give
a Landlord’s Notice advising the amount of the Landlord’s Assessment. If a Landlord’s
Notice is not given within the requisite period, the Base Rent payable on and from the
relevant Market Review Date shall be the amount referred to in clause A.5(a).
	 
	A.7	 	Market Interim Base Rent
	 
	 	 	Unless and until there is agreement or a determination to the contrary under clauses
A.8 to A.17, the Base Rent payable shall be the amount referred to in clause A.5(a). Upon
any any agreement or determination to the contrary clause A.19 or clause A.20, as required,
shall apply.
	 
	A.8	 	Tenant’s Notice
	 
	 	 	The Tenant may within 20 Business Days after the date the Landlord’s Notice is given,
by a Tenant’s Notice, dispute that the Landlord’s Assessment is the Current Market Rent.
Time is of the essence of this clause A.8.
	 
	A.9	 	Purpose of provisions
	 
	 	 	If a Tenant’s Notice is given, the Landlord and the Tenant shall each use their best
endeavours in good faith to implement clauses A.10 to A.15 so as to provide an inexpensive
and expeditious method of determining the Current Market Rent.




 









 







					
	QUEENSLAND LAND REGISTRY
	 	ENLARGED PANEL
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 5 of 41




Title Reference 50132198




	A.10	 	Determination of dispute by agreement
	 
	 	 	If a Tenant’s Notice is given, the Landlord and the Tenant shall endeavour to agree
upon the Current Market Rent within ten Business Days of the Tenant’s Notice being given.
	 
	A.11	 	Agreed appointment of Valuer






	 	(a)	 	If the Landlord and the Tenant do not agree upon the Current Market Rent under
clause A.10 within the period referred to in clause A.10, the determination of the
Current Market Rent shall be referred to a Valuer appointed under this clause A.11.
	 
	 	(b)	 	The Landlord must promptly give a Notice of Nomination to the Tenant
nominating a person as the Valuer.
	 
	 	(c)	 	The Tenant may within ten Business Days after the date the Notice of
Nomination is given, by a Notice of Rejection dispute that the person named in the
Notice of Nomination is the Valuer and nominate a person as the Valuer. Time is of
the essence of this clause A.11(c).
	 
	 	(d)	 	If a Notice of Rejection is not given, the person named in the Notice of
Nomination shall be the Valuer.
	 
	 	(e)	 	If:






	 	(i)	 	a Notice of Nomination is not given within 20 Business Days
after the expiry of the period referred to in clause A.10; or
	 
	 	(ii)	 	a Notice of Rejection is given,






	 	 	 	the Landlord and the Tenant shall endeavour to agree upon the Valuer for the
determination of the Current Market Rent. If within ten Business Days after:






	 	(iii)	 	the 20 Business Day period referred to in clause A.11(e)(i);
or
	 
	 	(iv)	 	the date the Notice of Rejection is given,






	 	 	 	the Landlord and the Tenant do not agree on the Valuer to be appointed such Valuer
shall be appointed under clause A.12.






	A.12	 	Alternate appointment of Valuer






	 	(a)	 	If:






	 	(i)	 	a Valuer is not appointed under clause A.11;
	 
	 	(ii)	 	the Valuer appointed under clause A.11 does not comply with
clause A.14; or
	 
	 	(iii)	 	the Valuer appointed under clause A.11 does not comply with
clause A.15,






	 	 	 	the Landlord or the Tenant may at any time request the president or other principal
officer for the time being of the Australian Institute of Valuers to immediately
give a President’s Notice nominating not less than three persons, who comply with
clauses A.14(a), A.14(b) and A.14(c),




 









 






					
	QUEENSLAND LAND REGISTRY
	 	ENLARGED PANEL
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 6 of 41





Title Reference 50132198



	 	 	 	to act as the Valuer. The President’s Notice shall not include the person named in
the Notice of Nomination or the person named in the Notice of Rejection.
	 
	 	(b)	 	The Landlord shall within ten Business Days of the date the President’s Notice
is given, by a Notice of Selection appoint one of the persons nominated in the
President’s Notice as the Valuer. If a Notice of Selection is not given within such
ten Business Day period the person first nominated in the President’s Notice shall be
the Valuer.
	 
	 	(c)	 	If:






	 	(i)	 	the President’s Notice includes the person named in the Notice
of Nomination or the person named in the Notice of Rejection; or
	 
	 	(ii)	 	the Valuer appointed under this clause A.12 does not comply
with clause A.14 or clause A.15,






	 	 	 	the Landlord or the Tenant may at any time and from time to time again request the
president or other principal officer of the Australian Institute of Valuers to
immediately give a further President’s Notice.






	A.13	 	Notice of Valuer’s appointment
	 
	 	 	Upon the appointment of a person under clause A.11 or clause A.12 as the Valuer the
Landlord shall immediately give a Notice of Appointment notifying the person so appointed of
the appointment. The Landlord shall not be required to give a Notice of Appointment if the
person appointed as Valuer has previously agreed to act in conformity with clauses A.15 and
A.16 by written notice to the Landlord and the Tenant. The Landlord shall deliver to that
person with the Notice of Appointment, a copy of this Lease. The Landlord shall immediately
give a copy of the Notice of Appointment to the Tenant.
	 
	A.14	 	Validation of Valuer’s appointment
	 
	 	 	The appointment of a person as the Valuer shall not have any force or effect unless
the person appointed:






	 	(a)	 	at all times during the currency of the appointment is a member of the
Australian Institute of Valuers;
	 
	 	(b)	 	has, as at the date of the appointment, not less than five years personal
practice as a valuer carrying out valuations of premises used for the Permitted Use,
the last of which involved from time to time valuations of such premises in the Market
Review Area;
	 
	 	(c)	 	at all times during the currency of the appointment is not prohibited or
restricted from undertaking such determination; and
	 
	 	(d)	 	agrees to act in conformity with clauses A.15 and A.16 by written notice to
the Landlord and the Tenant either before the Notice of Appointment is given or within
five Business Days after the date the Notice of Appointment is given.




 









 







					
	QUEENSLAND LAND REGISTRY
	 	ENLARGED PANEL
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 7 of 41





Title Reference 50132198




	A.15	 	Determination by Valuer
	 
	 	 	The Valuer shall determine the Current Market Rent. The Valuer shall act as an
expert and not as an arbitrator and any Statute relating to arbitration shall not apply.
The Landlord and the Tenant may make written submissions to the Valuer as to the Current
Market Rent within ten Business Days from the Appointment Date. The Valuer shall make a
determination of the Current Market Rent within 20 Business Days from the Appointment Date
based on the Criteria. The Valuer shall give to the Landlord and the Tenant within such 20
Business Day period written notice of the Current Market Rent so determined and the basis
upon which such determination was made.
	 
	A.16	 	Criteria for determining the Current Market Rent






	 	(a)	 	Current Market Rent shall be assessed, agreed or determined:






	 	(i)	 	having regard to the current market rental as at the relevant
Market Review Date of any comparable premises in the Market Review Area,
whether that current market rental has been agreed or determined upon a review
of the rent payable or upon the grant of a demise in respect of those
comparable premises;
	 
	 	(ii)	 	assuming that the Premises can be put to the highest and best
use possible at the relevant Market Review Date under the zoning of the Land
and any consents under the relevant town plan (from time to time) whether or
not that use is the same as the Permitted Use or the Tenant’s Business;
	 
	 	(iii)	 	having regard to the period which shall elapse between the
relevant Market Review Date and the next Market Review Date or, if there is no
further Market Review Date, the Expiry Date;
	 
	 	(iv)	 	having regard to the length of the whole of the Term;
	 
	 	(v)	 	assuming, if the Building is destroyed or damaged on or prior
to the relevant Market Review Date, that the Building has been restored at
such date under the Provisions;
	 
	 	(vi)	 	having regard to the Provisions; and
	 
	 	(vii)	 	having regard to any other matter which may be relevant to
the determination unless excluded or negatived under this clause A.16. If the
Current Market Rent is determined by the Valuer, the Valuer’s decision as to
what matters are relevant shall be binding upon the Landlord and the Tenant.






	 	(b)	 	In assessing, agreeing upon or determining the Current Market Rent the
following matters shall be disregarded so that the Current Market Rent is assessed,
agreed upon or determined without any reduction on account of such matters:






	 	(i)	 	any period of rent abatement or reduction or other concession,
inducement or arrangement, of whatsoever nature, agreed to secure in whole or
in part a tenant of any premises in the Market Review Area;
	 
	 	(ii)	 	any period of rent abatement or reduction or other concession,
inducement or arrangement, of whatsoever nature, agreed to secure in whole or
in part the demise to the Tenant of the Premises;




 









 







					
	QUEENSLAND LAND REGISTRY
	 	ENLARGED PANEL
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 8 of 41




Title Reference 50132198



	 	(iii)	 	any breach by the Tenant of any Provision on the Tenant’s
part which may adversely affect the condition or rental value of the Premises.
If the Current Market Rent is determined by the Valuer, the Valuer’s decision
as to what breaches shall be disregarded shall be binding on the Landlord and
the Tenant;
	 
	 	(iv)	 	any alterations made to the Premises by the Tenant which may
affect the condition or rental value of the Premises including alterations by
Nutratec Pty Ltd ACN 102 473 781 and/or the Tenant under this Lease or the
Previous Lease in fitting out or otherwise altering the Premises. If the
Current Market Rent is determined by the Valuer, the Valuer’s decision as to
what alterations shall be disregarded pursuant to this clause, shall be
binding upon the Landlord and the Tenant;
	 
	 	(v)	 	the fact that part of the Term has elapsed as at the relevant
Market Review Date;
	 
	 	(vi)	 	any rent, fee or money received by any person under any
sub-lease, sub-tenancy or occupation arrangement in respect of the Premises
(other than this Lease); and
	 
	 	(vii)	 	the value of any goodwill attributable to the Tenant’s
Business or any fixtures or fittings within the Premises owned, hired or
leased (other than from the Landlord) by the Tenant.






	A.17	 	Agreement or determination to be binding
	 
	 	 	If the Current Market Rent agreed upon or determined under clauses A.8 to A.16 is
greater than the amount referred to in clause A.5(a), the Current Market Rent so agreed or
determined shall be immediately binding upon the Landlord and the Tenant and shall be the
Base Rent payable by the Tenant on and from the date calculated under clause A.6.
	 
	A.18	 	Costs of determination
	 
	 	 	The Landlord and the Tenant shall pay their own costs of and incidental to the
agreement or determination of the Current Market Rent. The costs of the Valuer shall be
paid equally by the Landlord and the Tenant.
	 
	A.19	 	Landlord to refund any excess
	 
	 	 	If the Current Market Rent agreed upon or determined under clauses A.8 to A.16 is
greater than the amount referred to in clause A.5(a) and is less than the amount payable
under clause A.7 the Landlord shall, upon such agreement being reached or such determination
being made:






	 	  (a)	 	refund to the Tenant the amount being the difference between the amount paid
since the date calculated under clause A.6 and the amount which would have been
payable had the amount so agreed or determined been the amount paid from the date
calculated under clause A.6; or
	 
	 	  (b)	 	hold such amount on account of any other money payable by the Tenant under the
Provisions.






	A.20	 	Tenant to pay deficiency
	 
	 	 	If the Current Market Rent agreed upon or determined under clauses A.8 to A.16 is
greater than the amount payable under clause A.7 the Tenant shall pay to the Landlord on
demand the amount being the




 









 






					
	QUEENSLAND LAND REGISTRY
	 	ENLARGED PANEL
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 9 of 41




Title Reference 50132198




	 	 	difference between the amount paid since the date calculated under clause A.6 and the amount
which would have been payable had the amount so agreed or determined been the amount paid
from the date calculated under clause A.6.
	 
	A.21	 	Base Rent modification
	 
	 	 	For the purposes of this part A in the calculation of the Base Rent payable
immediately preceding any Review Date there shall be disregarded any reduction in the amount
of that Base Rent due to any agreement between the Landlord and the Tenant whether under the
Provisions or elsewhere in respect of any rent free period or rent reduction period or due
to any abatement of rent, suspension of the obligation to pay rent, or the delay in any
prior review of the Base Rent.






 









 








					
	QUEENSLAND LAND REGISTRY
	 	SCHEDULE
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 10 of 41






Title Reference 50132198




	 	 	 	 	 	 	 	 	 
	Contents	 	 	 	 	 	 
	 
	1	 	Part 1 - Definitions	 	 	14	 
	 
	 
	 	1.1	 	Definitions	 	 	14	 
	 
	 	 	 	 	 	 	 	 
	2	 	Part 2 - Interpretation	 	 	16	 
	 
	 
	 	2.1	 	Statutes and regulations	 	 	16	 
	 
	 	2.2	 	Persons include bodies corporate	 	 	16	 
	 
	 	2.3	 	Number and gender	 	 	16	 
	 
	 	2.4	 	Bodies and associations	 	 	16	 
	 
	 	2.5	 	Implied covenants	 	 	16	 
	 
	 	2.6	 	Headings	 	 	16	 
	 
	 	2.7	 	Derivatives	 	 	16	 
	 
	 	2.8	 	Execution as deed	 	 	16	 
	 
	 	2.9	 	Independent obligation	 	 	16	 
	 
	 	2.10	 	Severally bound	 	 	16	 
	 
	 	2.11	 	Severability	 	 	17	 
	 
	 	2.12	 	Governing law	 	 	17	 
	 
	 	2.13	 	Clauses, provisions, parts, schedules, plans and items	 	 	17	 
	 
	 	2.14	 	Bind all signatories	 	 	17	 
	 
	 	2.15	 	General references	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	3	 	Part 3 - General provisions	 	 	17	 
	 
	 
	 	3.1	 	Managing agent	 	 	17	 
	 
	 	3.2	 	Payment of money	 	 	17	 
	 
	 	3.3	 	Statement of money owing	 	 	17	 
	 
	 	3.4	 	Holding over	 	 	18	 
	 
	 	3.5	 	No partnership	 	 	18	 
	 
	 	3.6	 	Landlord	 	 	18	 
	 
	 	3.7	 	Trustee capacity	 	 	18	 
	 
	 	3.8	 	Moratorium negatived	 	 	18	 
	 
	 	3.9	 	Jurisdiction	 	 	18	 
	 
	 	3.10	 	Notices	 	 	19	 
	 
	 	3.11	 	Consent of Landlord	 	 	20	 
	 
	 	3.12	 	Tenant’s risk and expense	 	 	20	 
	 
	 	3.13	 	Time for performance	 	 	20	 
	 
	 	3.14	 	Measurement of areas	 	 	20	 
	 
	 	3.15	 	Guarantee and indemnity	 	 	20	 
	 
	 	3.16	 	No caveat by Tenant	 	 	20	 
	 
	 	3.17	 	Power of attorney	 	 	20	 
	 
	 	3.18	 	Tenant not to permit or suffer prohibited matters	 	 	21	 
	 
	 	3.19	 	Entire agreement	 	 	21	 
	 
	 	3.20	 	Preservation of accrued rights	 	 	21	 
	 
	 	3.21	 	Registration	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	4	 	Part 4 - Base Rent	 	 	21	 
	 
	 
	 	4.1	 	Payment of Base Rent	 	 	21	 
	 
	 	4.2	 	Broken periods	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	5	 	Part 5 - Electricity gas water and other charges	 	 	21	 
	 
	 
	 	5.1	 	Charges for electricity	 	 	21	 






 









 






					
	QUEENSLAND LAND REGISTRY
	 	SCHEDULE
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 11 of 41





	 	 	 	 	 	 	 	 	 
	 
	 	5.2	 	Charges for gas	 	 	21	 
	 
	 	5.3	 	Charges for water	 	 	22	 
	 
	 	5.4	 	Additional rent due to alterations	 	 	22	 
	 
	 	5.5	 	Reimbursement due to alterations	 	 	22	 
	 
	 	5.6	 	Special services	 	 	22	 
	 
	 	5.7	 	Council cleansing dues	 	 	22	 
	 
	 	5.8	 	Fire equipment alteration	 	 	22	 
	 
	 	5.9	 	Costs of Lease	 	 	22	 
	 
	 	5.10	 	Stamp duties	 	 	22	 
	 
	 	5.11	 	Costs of re-entry and consents	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	6	 	Part 6 - Equipment	 	 	23	 
	 
	 
	 	6.1	 	Source of light and power	 	 	23	 
	 
	 	6.2	 	Electrical overloading	 	 	23	 
	 
	 	6.3	 	Failure of services	 	 	23	 
	 
	 	6.4	 	Maintenance contracts	 	 	24	 
	 
	 	6.5	 	Evidence of contracts	 	 	24	 
	 
	 	6.6	 	Tenant not to void contract	 	 	24	 
	 
	 	6.7	 	Tenant’s maintenance contracts	 	 	24	 
	 
	 	6.8	 	Tenant’s maintenance contract payments	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	7	 	Part 7 - Use of Premises	 	 	24	 
	 
	 
	 	7.1	 	Permitted Use	 	 	24	 
	 
	 	7.2	 	Compliance with statutes	 	 	24	 
	 
	 	7.3	 	Licences and permits	 	 	24	 
	 
	 	7.4	 	Offensive or illegal conduct	 	 	25	 
	 
	 	7.5	 	Use of appurtenances	 	 	25	 
	 
	 	7.6	 	Protection from theft or robbery	 	 	25	 
	 
	 	7.7	 	Cleaning	 	 	25	 
	 
	 	7.8	 	Garden maintenance	 	 	25	 
	 
	 	7.9	 	Rodents and vermin	 	 	25	 
	 
	 	7.10	 	Structural overloading	 	 	25	 
	 
	 	7.11	 	Compliance with fire regulations	 	 	25	 
	 
	 	7.12	 	Suitability of Premises	 	 	25	 
	 
	 	7.13	 	Smoking	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	8	 	Part 8 - Maintenance and repair of Premises	 	 	26	 
	 
	 
	 	8.1	 	Condition of Premises	 	 	26	 
	 
	 	8.2	 	Inspection by Landlord	 	 	26	 
	 
	 	8.3	 	Painting	 	 	26	 
	 
	 	8.4	 	Notice of Damage	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	9	 	Part 9 - Alterations to and damage or destruction of Premises	 	 	26	 
	 
	 
	 	9.1	 	No alteration without consent	 	 	26	 
	 
	 	9.2	 	Alterations required by statute	 	 	27	 
	 
	 	9.3	 	Abatement of Rent and suspension of covenant to repair	 	 	27	 
	 
	 	9.4	 	Landlord may terminate or reinstate	 	 	27	 
	 
	 	9.5	 	Tenant may terminate if no reinstatement	 	 	27	 
	 
	 	9.6	 	Surrender on termination	 	 	28	 
	 
	 	9.7	 	Arbitration of disputes	 	 	28	 






 









 






					
	QUEENSLAND LAND REGISTRY
	 	SCHEDULE
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 12 of 41






	 	 	 	 	 	 	 	 	 
	10	 	Part 10 - Reservations	 	 	28	 
	 
	 
	 	10.1	 	Right of entry	 	 	28	 
	 
	 	10.2	 	Resumptions	 	 	29	 
	 
	 	10.3	 	Grant of easements	 	 	29	 
	 
	 	 	 	 	 	 	 	 
	11	 	Part 11 - Liabilities and indemnities	 	 	29	 
	 
	 
	 	11.1	 	Release of Landlord	 	 	29	 
	 
	 	11.2	 	Interruption of services	 	 	30	 
	 
	 	11.3	 	Tenant to notify the Landlord	 	 	30	 
	 
	 	11.4	 	Indemnities	 	 	30	 
	 
	 	 	 	 	 	 	 	 
	12	 	Part 12 - Insurances	 	 	30	 
	 
	 
	 	12.1	 	Tenant’s insurances	 	 	30	 
	 
	 	12.2	 	Evidence of insurance	 	 	30	 
	 
	 	12.3	 	Tenant not to void insurance	 	 	30	 
	 
	 	12.4	 	Tenant’s insurance policies	 	 	31	 
	 
	 	12.5	 	Tenant’s insurance premiums	 	 	31	 
	 
	 	12.6	 	Landlord’s insurances	 	 	31	 
	 
	 	12.7	 	Landlord’s insurance policies	 	 	31	 
	 
	 	 	 	 	 	 	 	 
	13	 	Part 13 - Assignment sub-letting and mortgages	 	 	31	 
	 
	 
	 	13.1	 	Restriction on assignment and sub-letting	 	 	31	 
	 
	 	13.2	 	Corporate ownership	 	 	33	 
	 
	 	13.3	 	Trustee ownership	 	 	33	 
	 
	 	13.4	 	Restriction on mortgaging lease	 	 	33	 
	 
	 	13.5	 	Restriction on leasing or mortgaging fixtures	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	14	 	Part 14 - Landlord’s title	 	 	33	 
	 
	 
	 	14.1	 	Quiet enjoyment	 	 	33	 
	 
	 	14.2	 	Landlord’s successors and assigns	 	 	33	 
	 
	 	 	 	 	 	 	 	 
	15	 	Part 15 - Tenant’s default	 	 	34	 
	 
	 
	 	15.1	 	Definition of default	 	 	34	 
	 
	 	15.2	 	Forfeiture of Lease	 	 	34	 
	 
	 	15.3	 	Essential terms	 	 	35	 
	 
	 	15.4	 	Damages	 	 	35	 
	 
	 	15.5	 	Repudiation	 	 	35	 
	 
	 	15.6	 	Interest on overdue money	 	 	36	 
	 
	 	15.7	 	Non-waiver	 	 	36	 
	 
	 	15.8	 	Waiver not to constitute licence	 	 	36	 
	 
	 	15.9	 	Acceptance of money not waiver	 	 	36	 
	 
	 	15.10	 	Tender after termination	 	 	36	 
	 
	 	15.11	 	Landlord may rectify	 	 	36	 
	 
	 	15.12	 	Removal of contents	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	16	 	Part 16 - Tenant’s property	 	 	37	 
	 
	 
	 	16.1	 	Tenant to yield up	 	 	37	 
	 
	 	16.2	 	Tenant’s right to remove property	 	 	37	 
	 
	 	16.3	 	Tenant’s obligation to remove property	 	 	37	 
	 
	 	16.4	 	Landlord’s right to remove property	 	 	37	 
	 
	 	16.5	 	Abandoned fittings and goods	 	 	37	 






 









 






					
	QUEENSLAND LAND REGISTRY
	 	SCHEDULE
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 13 of 41






	 	 	 	 	 	 	 	 	 
	17	 	Part 17 - Performance security	 	 	38	 
	 
	 
	 	17.1	 	Bank guarantee	 	 	38	 
	 
	 	17.2	 	Security deposit	 	 	38	 
	 
	 	17.3	 	Claim on performance security	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	18	 	Part 18 - Option for renewal	 	 	38	 
	 
	 
	 	18.1	 	Conditions of exercise of Option	 	 	38	 
	 
	 	18.2	 	Grant of Option Term	 	 	38	 
	 
	 	18.3	 	Execution of Lease	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	19	 	GST	 	 	39	 
	 
	 
	 	19.1	 	Interpretation	 	 	39	 
	 
	 	19.2	 	Consideration GST exclusive	 	 	39	 
	 
	 	19.3	 	Payment of GST	 	 	39	 
	 
	 	19.4	 	Timing of GST payment	 	 	39	 
	 
	 	19.5	 	Tax invoice	 	 	39	 
	 
	 	19.6	 	Adjustment event	 	 	39	 
	 
	 	19.7	 	Reimbursements	 	 	40	 







 









 








					
	QUEENSLAND LAND REGISTRY
	 	SCHEDULE
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 14 of 41






Title Reference 50132198



This is the schedule referred to in the Lease dated





	1	 	Part 1 — Definitions
	 
	1.1	 	Definitions
	 
	 	 	In this Lease unless the contrary intention appears:
	 
	 	 	Agreement means the written agreement (if any) for the grant and acceptance of this Lease as
described in the schedule.
	 
	 	 	Air Conditioning Equipment means all plant and equipment in the Premises used for the
production and reticulation of chilled water or conditioned or circulating air and includes,
without limitation, all compressors, condensers, chiller sets, pumps, pipework,
switchboards, wiring, thermostats, controls, cooling towers, air handling units and duct
work but does not include any air conditioning equipment owned, hired or leased (other than
from the Landlord) by the Tenant.
	 
	 	 	Alteration Percentage means the percentage specified in the schedule.
	 
	 	 	Appurtenances means all plant and equipment, water closets, lavatories, grease traps,
plumbing, water apparatus, wash basins, bathrooms, gas fittings, fences, partitions,
electrical and communication fittings, apparatus and other services contained in the
Premises and includes, without limitation, the Equipment, Air Conditioning Equipment and
Fire Equipment. The expression includes any part of the Appurtenances.
	 
	 	 	Bank Guarantee means an irrevocable undertaking by a bank approved by the Landlord to pay an
amount or amounts of money to the Landlord upon demand, without recourse to the Tenant, and
containing such terms as the Landlord may think fit.
	 
	 	 	Base Rent means the amount per annum specified in the schedule as varied from time to time
under the Provisions.
	 
	 	 	Building means the buildings and structures which form part of the Premises together with
any modification, extension or alteration made from time to time to those buildings or
structures and includes, without limitation, all Appurtenances for the Building. The
expression includes any part of the Building.
	 
	 	 	Business Day means any day other than a Saturday, Sunday or public holiday appointed
throughout the State of Queensland.
	 
	 	 	Claims means actions, demands, losses, injuries, damages, suits, judgments, injunctions,
orders, decrees, costs and expenses of every description and includes, without limitation,
consequential losses and damages.
	 
	 	 	Commencement Date means the first date specified in item 6 of the form 7 and repeated in the
schedule.
	 
	 	 	Corporations Act means the Corporations Act 2001 (Cth) and the Corporations Regulations made
under it, as amended from time to time.
	 
	 	 	Council means the local authority or the council as constituted under either the Local
Government Act 1993 within the area (as defined by that legislation) in which the Premises
are located.
	 
	 	 	Equipment means all plant and equipment in the Premises and includes, without limitation,
the Air Conditioning Equipment and Fire Equipment but does not include any plant and
equipment owned, hired or leased by the Tenant.
	 
	 	 	Expiry Date means the second date specified in item 6 of the form 7 and repeated in the
schedule.
	 
	 	 	Fire Equipment means all stop cocks, hydrants, fire hoses, alarms, fire sprinkler systems or
other fire prevention, extinguishing, warning or control equipment in the Premises.




 









 







					
	QUEENSLAND LAND REGISTRY
	 	SCHEDULE
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 15 of 41




Title Reference 50132198



	 	 	Incoming Tenant means the proposed assignee, transferee, sub-tenant or other occupant under
any dealing under clause 13.1 and for the purposes of clauses 13.1(a), (b), (c), (d), (e),
(i) and (j), includes, without limitation, any person or persons referred to in clauses 13.2
and 13.3.
	 
	 	 	Land means the land described in item 2 of the form 7.
	 
	 	 	Landlord means, subject to clause 3.6, the lessor specified in item 1 of the form 7 and
repeated in the schedule and its successors and assigns.
	 
	 	 	Lease means the lease of which this schedule forms part and includes, without limitation,
the form 7 and all plans, appendices, forms and annexures comprising this Lease.
	 
	 	 	Managing Agent means the managing agent (if any) appointed from time to time by the Landlord
to manage the Premises.
	 
	 	 	Option Exercise Period means the period (if any) described in the schedule.
	 
	 	 	Option Term means the period (if any) specified in the schedule commencing on the day after
the Expiry Date.
	 
	 	 	Permitted Use means the use specified in the schedule.
	 
	 	 	Premises means the premises described in item 5 of the form 7 and includes, without
limitation, all buildings and other structures and improvements erected or to be erected on
the Land and all Appurtenances, floor coverings, and other objects, fittings, fixtures and
chattels installed or located from time to time in the Premises but does not include
chattels owned, hired or leased (other than from the Landlord) by the Tenant. The
expression includes any part of the Premises. The address of the Premises is specified in
the schedule.
	 
	 	 	Previous Lease means the lease between the Landlord and Nutratec Pty Ltd ACN 102 473 781
dated 1 June 2005, as assigned to the Tenant.
	 
	 	 	Provisions means any term, covenant, condition, proviso, stipulation, restriction,
obligation, power, right, remedy or like provision of this Lease, whether express or
implied, whether positive or negative and whether personal or running with the land.
	 
	 	 	Public Liability Amount means the amount specified in the schedule.
	 
	 	 	Security Amount means the amount specified in or the amount calculated in the manner
described in the schedule.
	 
	 	 	Statute means all statutes and all subordinate legislation thereunder whether specifically
named or otherwise.
	 
	 	 	Tenant means the lessee specified in item 3 of the form 7 and repeated in the schedule and
includes:






	 	(a)	 	if the Tenant is a corporation, its successors and permitted assigns; and
	 
	 	(b)	 	if the Tenant is a natural person, his personal representatives, successors and
permitted assigns and each of their personal representatives.






	 	 	Tenant’s Business means the business carried on from the Premises.
	 
	 	 	Term means the period specified in the schedule commencing on the Commencement Date and
expiring by effluxion of time on the Expiry Date.




 









 






					
	QUEENSLAND LAND REGISTRY
	 	SCHEDULE
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 16 of 41




Title Reference 50132198



	2	 	Part 2 — Interpretation
	 
	2.1	 	Statutes and regulations
	 
	 	 	Reference to a Statute extends to any statute amending consolidating or replacing the
same. Reference to a Statute shall be a reference to a Queensland statute unless otherwise
specifically provided.
	 
	2.2	 	Persons include bodies corporate
	 
	 	 	Words importing persons include bodies corporate and government and semigovernment
authorities and departments.
	 
	2.3	 	Number and gender
	 
	 	 	Words importing the singular number include the plural and vice versa. Words
importing the masculine include the feminine and neuter genders and vice versa.
	 
	2.4	 	Bodies and associations
	 
	 	 	Reference to the Council, the Queensland Law Society Incorporated, the Australian
Institute of Valuers, Australian Securities Exchange Limited, Building Owners and Managers
Association of Australia Limited and any other corporation, authority, association or body
whether statutory or otherwise, if any such corporation, authority, association or body
ceases to exist or is reconstituted re-named or replaced or the powers or functions thereof
are transferred to any other corporation, authority, association or body shall be a
reference to the corporation, authority, association or body which in the opinion of the
Landlord is established or constituted in lieu thereof or as nearly as may be succeeding to
the powers or functions thereof.
	 
	2.5	 	Implied covenants
	 
	 	 	Any covenants implied by law (statutory or otherwise) are not negated but are deemed
to have been modified (where so permitted) to the extent of any inconsistency with the
Provisions.
	 
	2.6	 	Headings
	 
	 	 	Any headings and the list of contents contained in this Lease have been included for
ease of reference only. This Lease shall not be construed or interpreted by reference to
such headings or list of contents.
	 
	2.7	 	Derivatives
	 
	 	 	Derivatives of any term or expression defined by this Lease shall have a corresponding meaning.
	 
	2.8	 	Execution as deed
	 
	 	 	This Lease is expressed by the Tenant in accepting this Lease to be executed by the
Tenant as a deed and to be sealed by the Tenant and to be unconditionally delivered.
	 
	2.9	 	Independent obligation
	 
	 	 	The respective obligations of the Landlord and the Tenant under the Provisions shall
be construed as if each such obligation is a separate and independent covenant made by one
party in favour of the other party and continuing (unless otherwise specifically required)
throughout the Term and thereafter so long as the same remains to be performed.






	2.10	 	Severally bound
	 
	 	 	Where two or more persons are Landlord or Tenant the Provisions shall bind each of
them jointly and severally.




 









 







					
	QUEENSLAND LAND REGISTRY
	 	SCHEDULE
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 17 of 41




Title Reference 50132198




	2.11	 	Severability
	 
	 	 	The Provisions shall be construed, to the fullest extent permitted by law, so as not
to be invalid, illegal or unenforceable in any respect. If a Provision is invalid, illegal
or unenforceable:






	 	  (a)	 	that Provision shall, to the fullest extent permitted by law, be read down to
the extent that it is not invalid, illegal or unenforceable, but if such Provision
cannot be read down, it shall be deemed to be void and severable as if it were not a
part of this Lease; and
	 
	 	  (b)	 	the remaining Provisions shall not be affected or impaired.






	 	 	  Paragraph (a) of this clause shall have no effect if:






	 	  (c)	 	the application of such paragraph alters the basic nature of this Lease; and
	 
	 	  (d)	 	the Landlord makes an express election that such paragraph shall have no
effect.






	2.12	 	Governing law
	 
	 	 	Notwithstanding the residence or domicile of any party to this Lease, this Lease
shall be governed by and construed in all respects in accordance with the law of Queensland.
	 
	2.13	 	Clauses, provisions, parts, schedules, plans and items
	 
	 	 	Reference to a form, clause, provision, part, schedule, annexure shall be a reference
to that form clause, provision, part, schedule, annexure in this Lease unless otherwise
specifically provided.
	 
	2.14	 	Bind all signatories
	 
	 	 	This Lease shall bind each of the signatories to the full extent provided under the
Provisions notwithstanding that one or more of the persons named as Tenant has not executed
or may never execute this Lease or that the execution of this Lease by any one or more of
such persons (other than the persons sought to be made liable) is or may become void or
voidable.
	 
	2.15	 	General references
	 
	 	 	Reference to a month shall be a reference to a calendar month. Reference to writing
shall be a reference to printing, painting, engraving, typewriting, lithography, photography
and any other mode of representing or reproducing words in a visible form in the English
language.
	 
	3	 	Part 3 — General provisions
	 
	3.1	 	Managing agent
	 
	 	 	The Landlord may appoint from time to time an agent to manage the Premises. The
Managing Agent so appointed shall represent the Landlord in all matters relating to this
Lease except insofar as the Landlord shall otherwise direct. Any communication from the
Landlord to the Tenant shall to the extent of any inconsistency supersede any communication
from the Managing Agent to the Tenant.
	 
	3.2	 	Payment of money
	 
	 	 	Any money payable by the Tenant to the Landlord shall be paid without any deduction
whatsoever to the Landlord or to such person on behalf of the Landlord or to the credit of
the Landlord as the Landlord may direct in writing from time to time.
	 
	3.3	 	Statement of money owing
	 
	 	 	A statement by the Landlord as to any money payable by the Tenant under the
Provisions shall be prima facie evidence of the amount payable.




 









 






					
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	 	SCHEDULE
	 	Form 20 Version 2
	Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	 	 	Page 18 of 41




Title Reference 50132198



	3.4	 	Holding over
	 
	 	 	If the Tenant with the Landlord’s prior consent remains in occupation of the Premises
after the Expiry Date the Tenant shall in the absence of any express contrary agreement hold
the Premises as tenant from month to month. The Tenant shall pay a monthly rental equal to
the Base Rent payable monthly as at the Expiry Date. The monthly tenancy shall otherwise be
in accordance with the Provisions so far as they can be applied to a monthly tenancy
including, without limitation, the provisions for variation of Base Rent but without the
benefit of any option to renew. The monthly rent shall be paid monthly in advance. The
tenancy may be terminated by the Tenant by giving not less than two months prior written
notice given at any time and taking effect at any time in accordance with such notice. The
monthly tenancy may be terminated by the Landlord by giving not less than two months prior
written notice given at any time and taking effect at any time in accordance with such
notice.
	 
	3.5	 	No partnership
	 
	 	 	The Landlord is not and does not in any way become a partner of or a joint venturer
with the Tenant in the conduct of the Tenant’s Business or otherwise.
	 
	3.6	 	Landlord
	 
	 	 	The person vested from time to time with the reversion of this Lease shall be liable
for the performance of the Provisions on the Landlord’s part during such time as such person
is vested with the reversion of this Lease. From the date on which such person is no longer
vested with the reversion of this Lease, such person shall be released and discharged from
the future performance of the Provisions on the Landlord’s part.
	 
	3.7	 	Trustee capacity
	 
	 	 	If on or subsequent to the Commencement Date the Premises are held by the Tenant upon
the terms of any trust or are subject to any trust (all or any of which trusts are called in
this clause Trust) and whether or not the Landlord is aware of the Trust:






	 	(a)	 	the Tenant accepts this Lease both as trustee of the Trust and in its personal
capacity. The Tenant is personally liable for the performance observance and
fulfilment of the Provisions on the Tenant’s part;
	 
	 	(b)	 	in the event of any unremedied default under the Provisions on the Tenant’s
part the Tenant shall take all necessary steps and proceedings to ensure that the
assets of the Trust are made available for the purpose of rectifying such default and
compensating the Landlord for Claims in respect of such default. The Tenant shall
assign to the Landlord upon demand all rights of indemnity which the Tenant may have
against the assets of the Trust; and
	 
	 	(c)	 	the Tenant covenants that the Tenant has power and authority to enter into this
Lease under the Trust and that the entering into of this Lease by the Tenant is in the
due administration of the Trust.






	3.8	 	Moratorium negatived
	 
	 	 	Unless application is mandatory by law any Statute order or moratorium shall not
apply to this Lease so as to prejudicially affect rights, powers, remedies or discretions of
the Landlord.
	 
	3.9	 	Jurisdiction
	 
	 	 	Any proceedings arising under the Provisions or in respect of this Lease shall be
instituted and determined before a court of competent jurisdiction in such place in
Queensland as the Landlord may nominate in
writing from time to time.






 









 





					
	QUEENSLAND LAND REGISTRY 

Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	SCHEDULE
	 	Form 20 Version 2

Page 19 of 41






Title Reference 50132198





	3.10	 	Notices






	 	(a)	 	A written notice, demand, waiver, approval, consent, communication, statement or
other document in connection with this Lease (in this clause Notice) may:






	 	(i)	 	in the case of a Notice given by the Landlord be signed under the
common seal of the Landlord or the Managing Agent or under the hand of any
director, attorney, solicitor, manager, secretary or other authorised officer for
the time being of the Landlord or the Managing Agent; and
	 
	 	(ii)	 	in the case of a Notice given by the Tenant be signed under the
common seal of the Tenant or under the hand of any director, attorney, solicitor,
manager, secretary or other authorised officer for the time being of the Tenant.






	 	(b)	 	If a Managing Agent has been appointed by the Landlord any Notice to the
Landlord is sufficiently served on or given to the Landlord if addressed to the
Landlord and:






	 	(i)	 	served personally on;
	 
	 	(ii)	 	sent by prepaid registered post, airmail if outside of Australia,
to; or
	 
	 	(iii)	 	sent by facsimile to:






	 	 	 	the Managing Agent at the Managing Agent’s principal place of business for the time
being in Queensland or at such place as the Landlord may nominate in writing from time
to time.
	 
	 	(c)	 	If a Managing Agent has not been appointed by the Landlord any Notice to the
Landlord is sufficiently served on or given to the Landlord if addressed to the
Landlord and:






	 	(i)	 	served personally on;
	 
	 	(ii)	 	sent by prepaid registered post, airmail if outside Australia, to;
or
	 
	 	(iii)	 	sent by facsimile to:






	 	 	 	the Landlord at the Landlord’s principal place of business for the time being in
Queensland or at such place as the Landlord may nominate in writing from time to time.
	 
	 	(d)	 	Any Notice to the Tenant is sufficiently served on or given to the Tenant if
addressed to the Tenant and:






	 	(i)	 	served personally on;
	 
	 	(ii)	 	sent by prepaid post, airmail if outside Australia, to; or
	 
	 	(iii)	 	sent by facsimile to:






	 	 	 	the Tenant at:






	 	(i)	 	such place as the Tenant may nominate from time to time for the
service or delivery of Notices; or
	 
	 	(ii)	 	the Tenant’s registered office.






	 	(e)	 	If the Tenant is more than one person the service or giving of a Notice under
clause 3.10(d) on or to any one such person is deemed to be service on all such
persons.
	 
	 	(f)	 	A Notice sent by post, registered post or facsimile is taken to be received:






	 	(i)	 	in the case of a letter sent by post or registered post on the
second Business Day after posting if posted in Australia and on the fifth
Business Day after posting if posted outside Australia;





 









 







					
	QUEENSLAND LAND REGISTRY 

Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	SCHEDULE
	 	Form 20 Version 2

Page 20 of 41





Title Reference 50132198




	 	(ii)	 	in the case of a facsimile on production of a transmission report
by the machine from which the facsimile was sent which indicates the facsimile
was sent in its entirety to the facsimile number of the recipient if produced
before 5.00pm on a Business Day, otherwise on the next Business Day.






	 	 	 	For the purpose of clause 3.10(f)(ii) the time referred to is the time in the place to
which the Notice is sent.
	 
	 	(g)	 	Unless a later time is specified in the Notice, a Notice takes effect from the
time it is actually received or taken to be received.
	 
	 	(h)	 	Section 257 of the Property Law Act 1974 does not apply to this Lease.






	3.11	 	Consent of Landlord
	 
	 	 	Where under the Provisions the Landlord’s consent is required such consent may be
withheld or given with or without conditions by the Landlord in its absolute discretion
unless otherwise specifically provided under the Provisions. The grant of any such consent
must be in writing and if not in writing shall be of no effect.
	 
	3.12	 	Tenant’s risk and expense
	 
	 	 	The performance of any act, matter or thing which the Tenant is required or permitted
to perform and the Tenant’s occupation and use of the Premises shall be at the sole risk and
expense of the Tenant unless otherwise specifically provided under the Provisions.
	 
	3.13	 	Time for performance
	 
	 	 	Where either party is obliged to perform any act, matter or thing, that party shall
fulfil such obligations:






	 	(a)	 	within the time (if any) specified under the relevant Provision; or
	 
	 	(b)	 	if no time is specified under the relevant Provision, within a reasonable time.






	3.14	 	Measurement of areas
	 
	 	 	Unless the contrary intention appears, where it is necessary to measure any area
including, without limitation, the area of the Building, the measurement shall be in
accordance with the BOMA Method of Measurement. The expression “BOMA Method of Measurement”
means the method for the measurement of buildings utilized by the Building Owners and
Managers Association of Australia Limited (State Division) at the Commencement Date for
premises of the nature of the Premises. If no such method exists then the expression means
such method as the Landlord may select from time to time as the most appropriate.






	3.15	 	Guarantee and indemnity
	 
	 	 	Intentionally deleted.
	 
	3.16	 	No caveat by Tenant
	 
	 	 	The Tenant shall not lodge a caveat affecting the Land.

	 
	3.17	 	Power of attorney
	 
	 	 	The Tenant irrevocably nominates and appoints the Landlord and each and every one of
the Landlord’s directors in Queensland jointly and severally as the attorney of the Tenant
to:






	 	(a)	 	execute, stamp and register a surrender of this Lease or any lease granted
under part 18; and
	 
	 	(b)	 	execute, stamp and register a withdrawal of any caveat lodged in respect of the
Land.






	 	 	This power of attorney shall not become exercisable by the Landlord unless the Tenant
defaults in the observance or performance of one or more of the Provisions on the Tenant’s
part.





 









 







					
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	3.18	 	Tenant not to permit or suffer prohibited matters
	 
	 	 	Wherever under the Provisions the Tenant is prohibited from doing any act matter or
thing the Tenant is also prohibited from permitting or suffering such act matter or thing.
	 
	3.19	 	Entire agreement
	 
	 	 	The Provisions and the Agreement contain the entire agreement between the Landlord
and the Tenant. There are no other collateral agreements between the Landlord and the
Tenant relating to the Premises notwithstanding any negotiations or discussions between the
Landlord and the Tenant prior to execution of this Lease.
	 
	3.20	 	Preservation of accrued rights
	 
	 	 	The termination of this Lease (whether by effluxion of time or otherwise):






	 	(a)	 	shall not affect the operation of the Provisions expressed or implied to have
effect after such termination; and
	 
	 	(b)	 	shall be without prejudice to any right accrued to either party in respect of
any breach of this Lease by the other party unless otherwise specifically provided
under the Provisions.






	3.21	 	Registration






	 	(a)	 	The Tenant shall attend to registration and payment of lodgement fees.
	 
	 	(b)	 	The Landlord and Tenant shall do all things necessary to register this Lease
and, if exercised, the lease or extension of lease documents for the Option Term.






	4	 	Part 4 — Base Rent
	 
	4.1	 	Payment of Base Rent
	 
	 	 	The Tenant shall pay to the Landlord without any demand the Base Rent as determined
under the Provisions by equal monthly instalments in advance on or before the
25th day of each month. The first instalment shall be paid on or before the
Commencement Date.
	 
	4.2	 	Broken periods
	 
	 	 	If the Term commences on a day other than the first day of a month or if this Lease
is terminated (whether by effluxion of time or otherwise) on a day other than the last day
of a month the Tenant shall pay to the Landlord in respect of such broken periods on the
first day of such broken period a proportionate part of the Base Rent calculated by
multiplying the Base Rent by the number of days in the broken period and dividing by 365.
	 
	5	 	Part 5 — Electricity gas water and other charges
	 
	5.1	 	Charges for electricity
	 
	 	 	The Tenant shall pay all charges for electricity consumed in the Premises to the
assessing authority on or before the due date for payment if assessed directly against the
Tenant but otherwise to the Landlord upon demand.
	 
	5.2	 	Charges for gas
	 
	 	 	The Tenant shall pay all charges for gas consumed in the Premises to the assessing
authority on or before the due date for payment if assessed directly against the Tenant but
otherwise to the Landlord upon demand within 21 days of demand.




 









 







					
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	5.3	 	Charges for water
	 
	 	 	If a separate water meter is at any time installed to record the water consumed in
the Premises the Tenant shall pay the meter rental (if any) and all charges for water
consumed in the Premises to the assessing authority on or before the due date for payment if
assessed directly against the Tenant but otherwise to the Landlord within 21 days of demand.






	5.4	 	Additional rent due to alterations
	 
	 	 	Intentionally deleted.
	 
	5.5	 	Reimbursement due to alterations
	 
	 	 	If the Landlord effects any alterations or additions to the Premises which may be
requested by the Tenant and consented to by the Landlord, the Tenant shall pay to the
Landlord within 21 days of demand, the total cost to the Landlord of construction of such
works including, the reasonable fees paid to architects, quantity surveyors, engineers and
other consultants.
	 
	5.6	 	Special services
	 
	 	 	The Tenant shall pay to the Landlord within 21 days of demand, the amount of any
reasonable additional or unusual costs charges and expenses incurred by the Landlord at the
request of the Tenant in providing any special, additional or unusual services for the
Tenant.
	 
	5.7	 	Council cleansing dues
	 
	 	 	If the Council provides any cleansing or refuse service for the Premises (whether at
the request of the Tenant or by requirement of the Council) the Tenant shall pay to the
Council the cost of such service on or before the due date for payment if assessed directly
against the Tenant but otherwise to the Landlord within 21 days of demand. The Landlord
shall pay all general rates payable to the Council.
	 
	5.8	 	Fire equipment alteration
	 
	 	 	The Tenant shall pay to the Landlord within 21 days of demand the cost of any
alteration to the Fire Equipment which is necessary by reason of the non-compliance by the
Tenant with the recommendations of the Insurance Council of Australia Limited, any Statutory
requirements or the insurance requirements of the Landlord.
	 
	5.9	 	Costs of Lease
	 
	 	 	The Tenant shall pay:






	 	(a)	 	the legal costs of and incidental to the instructions for and the preparation
and registration of this Lease, as incurred by the Tenant; and
	 
	 	(b)	 	the cost of any consent to the granting of this Lease including, any
mortgagee’s consent, which shall be paid to the Landlord within 21 days of demand.






	5.10	 	Stamp duties
	 
	 	 	The Tenant shall pay upon demand all stamp duties and other duties assessed from time
to time (whether generally or against the Landlord or the Tenant) on or in respect of this
Lease. The Tenant shall pay to the Landlord if demanded by the Landlord during the last
three months of the Term the estimated amount of any stamp duty or other duties which would
be payable after the expiration of the Term. The Tenant authorises the Landlord and the
Landlord’s solicitor to make application for a refund of stamp duty or other duty and to
apply such refund against any moneys owing by the Tenant to the Landlord. Any refund of
stamp duty or other duty received shall belong to the party who bore the expense of that
duty. The Landlord may apply for an assessment or reassessment of stamp duty or other duty
with which this Lease is chargeable. Any such assessment or reassessment may be accepted by
the Landlord. The Tenant




 









 







					
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	 	 	shall not object to or appeal against the assessment or reassessment or the Landlord’s
acceptance of the assessment or reassessment and shall pay upon demand any stamp duties or
other duties assessed under such assessment or reassessment. If enquiries are made by any
assessing authority with respect to determining the amount of stamp duty or other duty
payable with respect to this Lease the Tenant shall pay to the Landlord upon demand the
costs and expenses of the Landlord of and incidental to providing all information requested
and to all other associated attendances and correspondence relating to the enquiries
including, without limitation, the Landlord’s legal costs and disbursements. The Landlord’s
legal costs shall be calculated on a solicitor and own client basis.
	 
	5.11	 	Costs of re-entry and consents
	 
	 	 	The Tenant shall pay to the Landlord upon demand the Landlord’s reasonable legal
costs and disbursements in relation to:






	 	(a)	 	the Tenant’s default or breach under the Provisions;
	 
	 	(b)	 	the termination or attempted termination of this Lease;
	 
	 	(c)	 	the re-entry or attempted re-entry by the Landlord into the Premises;
	 
	 	(d)	 	the surrender of this Lease (including any stamp duties and registration fees
thereon);
	 
	 	(e)	 	any application for the consent of the Landlord or the Landlord’s mortgagee
(including any stamp duty thereon) whether that consent is or is not granted;
	 
	 	(f)	 	any proceedings brought by the Landlord to enforce the performance by the
Tenant of the Provisions on the Tenant’s part; and
	 
	 	(g)	 	any litigation to which the Landlord is made a party commenced by or against
the Tenant (other than litigation between the Landlord and the Tenant) and arising
directly or indirectly out of the Tenant’s use or occupation of the Premises.






	6	 	Part 6 — Equipment
	 
	6.1	 	Source of light and power
	 
	 	 	The Tenant shall not use any form of light, power or heat other than electricity or
gas supplied through meters. The Tenant may use auxiliary power or lighting (other than
exposed flame) during any period of power failure or power restrictions.
	 
	6.2	 	Electrical overloading
	 
	 	 	The Tenant shall not install any electrical equipment on or in the Premises that may
overload the cables switchboards or subboards through which electricity is conveyed to the
Premises without the Landlord’s prior consent which must not be unreasonably withheld. If
the Landlord grants such consent any alterations which are necessary to comply with the
insurance requirements of the Landlord and the requirements of any relevant Statute shall be
effected by the Landlord at the reasonable cost of the Tenant. The Tenant shall pay to the
Landlord within 21 days of demand by the Landlord, the reasonable cost to the Landlord of
such alterations.
	 
	6.3	 	Failure of services
	 
	 	 	The Landlord shall not be liable to the Tenant by reason of any breakdown or
cessation of any services to the Premises except where due to any deliberate or negligent
act or omission by the Landlord. Such breakdown or cessation shall not relieve the Tenant
of the obligations to pay Base Rent or other moneys under the Provisions and otherwise to
observe and perform the Provisions on the Tenant’s part.




 









 







					
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	6.4	 	Maintenance contracts
	 
	 	 	If required by the Landlord from time to time, the Tenant shall effect at the date
nominated by the Landlord and thereafter maintain a comprehensive maintenance and repair
contract in respect of the Equipment or such components or items of the Equipment as may be
reasonably nominated by the Landlord.
	 
	6.5	 	Evidence of contracts
	 
	 	 	The Tenant shall deliver to the Landlord within 21 days of demand from time to time a
copy of each maintenance and repair contract effected or required to be effected by the
Tenant under the Provisions.
	 
	6.6	 	Tenant not to void contract
	 
	 	 	The Tenant shall not do any act, matter or thing which may vitiate or render void or
voidable any maintenance and repair contract effected or required to be effected by the
Tenant under the Provisions.
	 
	6.7	 	Tenant’s maintenance contracts
	 
	 	 	All maintenance and repair contracts effected or required to be effected by the
Tenant under the Provisions:






	 	(a)	 	shall be effected with a contractor first approved by the Landlord, such
approval not to be unreasonably withheld;
	 
	 	(b)	 	shall be for such services, shall cover such risks and shall contain such
conditions as are reasonably acceptable to or reasonably required from time to time by
the Landlord;
	 
	 	(c)	 	shall have no alterations without the Landlord’s prior consent which shall not
be unreasonably withheld; and
	 
	 	(d)	 	if required by the Landlord from time to time shall be effected in the names of
the Landlord, the Tenant, the Landlord’s mortgagee and any person having an interest in
the Premises superior to that of the Landlord for their respective rights and
interests.






	6.8	 	Tenant’s maintenance contract payments
	 
	 	 	The Tenant shall pay to the contractor all charges payable in respect of any
maintenance and repair contract effected by the Tenant under the Provisions on or before the
due date for payment.
	 
	7	 	Part 7 — Use of Premises
	 
	7.1	 	Permitted Use
	 
	 	 	The Tenant shall use and occupy the Premises for the purpose of the Permitted Use.
The Tenant shall not use the Premises for any purpose other than the Permitted Use without
the Landlord’s prior consent.
	 
	7.2	 	Compliance with statutes
	 
	 	 	The Tenant shall promptly rectify any breach of any Statute relating to the Premises or the Permitted Use.
	 
	7.3	 	Licences and permits
	 
	 	 	The Tenant shall obtain maintain and renew from time to time as required by Statute
all licences permits consents and registrations required for carrying on the Permitted Use
and the Tenant’s Business including, without limitation, any town planning consent. The
failure of the Tenant to comply with this clause shall not relieve the Tenant of the
obligation to pay Base Rent or other money under the Provisions and otherwise to observe and
perform the Provisions.




 









 







					
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	7.4	 	Offensive or illegal conduct
	 
	 	 	The Tenant shall not carry on in the Premises any noxious, offensive or illegal
business, occupation or practice nor shall the Tenant do any act or thing which may be a
nuisance or annoyance or cause damage or disturbance to the Landlord or the occupiers of
nearby land.
	 
	7.5	 	Use of appurtenances
	 
	 	 	The Tenant shall not use the Appurtenances for any purpose other than those for which
they are provided and shall not place therein any sweepings rubbish rags or other
deleterious substances. The Tenant shall not interfere with any Appurtenances without the
Landlord’s prior consent.
	 
	7.6	 	Protection from theft or robbery
	 
	 	 	The Tenant shall take reasonable steps to protect and keep safe the Premises and any
property contained in the Premises from theft, burglary or robbery.
	 
	7.7	 	Cleaning
	 
	 	 	The Tenant shall:






	 	(a)	 	keep the Premises clean, having regard to the Permitted Use and shall not
accumulate in or about the Premises any waste materials, except for the purpose of
Permitted Use; and
	 
	 	(b)	 	clean any drains and water pipes on the Premises.






	7.8	 	Garden maintenance
	 
	 	 	The Tenant shall mow the lawns and maintain the gardens at the Premises, subject to
such water use restrictions as apply to the Premises from time to time.
	 
	7.9	 	Rodents and vermin
	 
	 	 	The Tenant shall keep the Premises free and clear of rodents, termites, cockroaches and other vermin. 
	 
	7.10	 	Structural overloading
	 
	 	 	The Tenant shall observe the maximum floor loading nominated from time to time by the
Landlord and shall not permit the floors of the Building to be broken strained or damaged by
overloading the floors in any manner. The Tenant shall not load the partitions, walls,
ceilings or roof structure of the Building without the Landlord’s prior consent, which shall
not be unreasonably withheld.
	 
	7.11	 	Compliance with fire regulations
	 
	 	 	The Tenant shall take such precautions against fire in respect of the Premises as are
required under any Statute or by the Council or relevant authorities or as shall be
reasonably determined by the Landlord.
	 
	7.12	 	Suitability of Premises
	 
	 	 	The Landlord does not expressly or impliedly promise that the design, shape, size or
finishes of the Premises are or shall remain fit, suitable or adequate for the purposes of
the Tenant.
	 
	7.13	 	Smoking
	 
	 	 	The Tenant shall not smoke in the Premises.




 









 







					
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	8	 	Part 8 — Maintenance and repair of Premises
	 
	8.1	 	Condition of Premises
	 
	 	 	The Tenant shall keep, maintain, service and repair the Premises including, without
limitation, all floors, walls, ceilings and Appurtenances in the Premises in as good and
efficient repair and condition as at the Commencement Date. The Tenant shall not be liable
under this clause for any damage caused by fire, storm, flood, lightning, earthquake,
tempest, act of God, riot, civil commotion, impact by aircraft or act of war and without any
default, negligence or wilful act or omission on the part of the Tenant. Any such event
shall not be excepted under this clause if any insurance moneys otherwise payable in
relation to such event are irrecoverable through the default, negligence or wilful act or
omission of the Tenant.
	 
	8.2	 	Inspection by Landlord
	 
	 	 	The Landlord and its servants, agents and contractors may at all reasonable times,
enter upon and view the state of repair of the Premises upon giving not less than seven days
prior written notice. The Landlord may leave upon the Premises a written notice requiring
the Tenant to maintain, repair or replace within a reasonable time as specified in the
notice any defects which are the responsibility of the Tenant. At all times whilst on the
Premises the Landlord and its servants, agents and contractors must be accompanied by a
representative of the Tenant and comply with all reasonable operating procedures of the
Tenant and all reasonable directions of the Tenant with regard to health and safety matters.
	 
	8.3	 	Painting
	 
	 	 	During the last year of the Term, or in the event the Tenant exercises the Option for
Renewal then, in the last year of the Option Term, the Tenant shall paint, repaint, clean or
otherwise appropriately treat in a proper workmanlike manner and with materials and to
standards reasonably determined by the Landlord, the walls ceilings and other parts of the
Premises which have previously been painted, cleaned or otherwise so treated.
	 
	8.4	 	Notice of Damage
	 
	 	 	The Tenant shall give to the Landlord written notice of any damage sustained to the
Premises or any defect in the Appurtenances.
	 
	9	 	Part 9 — Alterations to and damage or destruction of Premises
	 
	9.1	 	No alteration without consent
	 
	 	 	The Tenant shall not make any alterations or additions to the Premises without the
Landlord’s prior consent which shall not be unreasonably withheld. If such consent is
granted the Tenant shall observe and perform the conditions imposed by the Landlord when
granting its consent and the following conditions:






	 	(a)	 	the Tenant shall submit to the Landlord detailed drawings and specifications of
the proposed works;
	 
	 	(b)	 	the proposed works shall be approved by the Landlord’s architect who in
approving the proposed works or otherwise shall have regard to the manner in which and
the extent to which the proposed works may affect the Premises;
	 
	 	(c)	 	the Tenant shall obtain the approval of the Council and any relevant authority
to the proposed works in any case where such approval is required and shall produce
evidence of such approval to the Landlord;




 









 







					
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	 	(d)	 	the works shall be carried out by contractors who have current public liability
insurance for an amount nominated by the Landlord to the Tenant and who shall be
previously approved in writing by the Landlord;
	 
	 	(e)	 	the works shall be carried out in a proper and workmanlike manner to the
satisfaction of the Landlord’s architect and if the Landlord so requires under the
supervision of the Landlord’s architect;
	 
	 	(f)	 	the Tenant shall pay to the Landlord the reasonable costs and expenses of the
Landlord’s architect and any other Landlord’s consultants relating to such approval
(whether the proposed works are approved or not) and supervision;
	 
	 	(g)	 	the Tenant shall indemnify and continue to indemnify the Landlord from and
against all Claims which the Landlord may suffer or incur in connection with or arising
from the construction or installation of the works; and
	 
	 	(h)	 	all construction or installation works by the Tenant under this Lease or by the
Tenant or Nutratec Pty Ltd ACN 102 473 781 under the Previous Lease shall remain the
property of the Tenant, excluding the extra power supply, roof ventilation, security
fencing and in ground drainage tank works installed pursuant to the Previous Lease.






	9.2	 	Alterations required by statute
	 
	 	 	The Landlord’s consent under clause 9.1 shall not be unreasonably withheld where the
alterations or additions to the Premises are required by Statute and where the Tenant
observes and performs the conditions in clauses 9.1(a) to (h).
	 
	9.3	 	Abatement of Rent and suspension of covenant to repair
	 
	 	 	If the Premises are totally or partially destroyed or damaged by fire, storm, flood,
lightning, earthquake, tempest, act of God, riots, civil commotion, impact by aircraft or
act of war and without any default, negligence or wilful act or omission on the part of the
Tenant whereby the Premises are rendered wholly or partially unfit for the occupation or use
by the Tenant in the conduct of the Permitted Use, payment of the Base Rent or a
proportionate part of Base Rent according to the nature and extent of the destruction or
damage sustained and the covenant to repair so far as it has relation to any such
destruction or damage shall be suspended until the Premises are restored to a proper
condition.
	 
	9.4	 	Landlord may terminate or reinstate
	 
	 	 	If the Premises are:






	 	(a)	 	totally destroyed or damaged, the Landlord may by written notice to the Tenant
either terminate this Lease or elect to restore the Premises to a proper condition; or
	 
	 	(b)	 	partially destroyed or damaged, the Landlord shall promptly restore the
Premises to a proper condition.






	 	 	The Landlord shall not be obliged to restore or rebuild the Premises according to the former
specification so long as the floor area of the Building is not substantially less than the
floor area of the Building immediately prior to such destruction or damage and the Premises
is fit for use by the Tenant in the same manner as immediately prior to such destruction or
damage.
	 
	9.5	 	Tenant may terminate if no reinstatement
	 
	 	 	If the Premises are totally or partially destroyed or damaged by any of the causes
referred to in clause 9.3 and without any default, negligence or wilful act or omission on
the part of the Tenant whereby the Premises are rendered wholly unfit for the occupation or
use by the Tenant in the conduct of the Permitted Use and the Landlord does not
substantially complete the restoration of the Premises within a reasonable time from the
date of such destruction or damage, the Tenant may at any time thereafter give to the




 









 







					
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	 	 	Landlord two month’s written notice of its intention to terminate this Lease. If such
restoration is not substantially completed within such two month period, the Tenant may at
any time thereafter before such restoration has been substantially completed, terminate this
Lease by written notice to the Landlord and by complying with clause 9.6. Upon such
compliance this Lease shall be terminated.
	 
	9.6	 	Surrender on termination






	 	(a)	 	Notwithstanding anything to the contrary under the Provisions any purported
termination of this Lease by the Tenant under this part 9 or under clause 10.2 shall
not be effective until the Tenant has delivered to the Landlord an executed surrender
of this Lease in registrable form.
	 
	 	(b)	 	Upon the Landlord terminating this Lease under this part 9 or under clause 10.2
the Tenant shall upon receipt of the Landlord’s notice of termination deliver to the
Landlord an executed surrender of this Lease in registrable form.






	9.7	 	Arbitration of disputes






	 	(a)	 	If any dispute arises as to the meaning, operation or effect of the Provisions of
this part 9 or as to a party’s rights or liabilities under the Provisions of this part
9, before the Landlord or the Tenant institutes any proceedings against the other party
the Landlord or the Tenant, as the case may be, shall give to the other party a written
notice of:






	 	(i)	 	the intention to institute such proceedings; and
	 
	 	(ii)	 	the claim against the other party with full and detailed
particulars of the claim and the legal basis for the claim.






	 	(b)	 	If a notice is given under clause 9.7(a) the Landlord and the Tenant shall
endeavour to resolve the dispute within ten Business Days of such notice being given.
	 
	 	(c)	 	If the Landlord and the Tenant do not resolve the dispute within the period
referred to in clause 9.7(b), the dispute shall be referred to arbitration under this
clause 9.7.
	 
	 	(d)	 	The arbitration under this clause shall be effected by an arbitrator agreed
upon by the Landlord and the Tenant or failing such agreement within five Business Days
of the expiry of the period referred to in clause 9.7(b) by an independent arbitrator
appointed on the application of the Landlord or the Tenant by the president or other
principal officer for the time being of the Queensland Law Society Incorporated.
	 
	 	(e)	 	The decision of the arbitrator shall be conclusive and binding. Any such
submission to arbitration shall be deemed to be a submission to arbitration within the
meaning of the Commercial Arbitration Act 1990. Subject to that Act a reference to
arbitration shall be a condition precedent to any action or other legal proceedings
between the Landlord and the Tenant relating to such dispute. The arbitrator shall
have power to award costs and either the Landlord or the Tenant may make such award an
order of a court of competent jurisdiction.
	 
	 	(f)	 	Nothing contained in this clause shall prohibit the Landlord and the Tenant
from agreeing that any dispute arising under the Provisions shall be submitted to
arbitration.






	10	 	Part 10 — Reservations
	 
	10.1	 	Right of entry
	 
	 	 	The Landlord and its servants, agents and contractors may enter upon the Premises
with all necessary materials and machinery to:




 









 







					
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	 	(a)	 	effect any alterations, maintenance or repairs which may be encumbent upon the
Landlord by Statute or which the Landlord may reasonably wish to carry out for ensuring
the safety or preservation of the Premises. The right of entry for this purpose may be
exercised at any time upon the Landlord giving to the Tenant not less than seven days
prior notice, such notice to include details of proposed works, and provided that such
prior notice shall not be required in an emergency;
	 
	 	(b)	 	inspect, service, remove, repair, install, maintain, alter or add to the
Appurtenances including, without limitation, the Air Conditioning Equipment, Fire
Equipment, Elevators and any water, gas, electric, plumbing, communication and other
services to the Premises. The right of entry for this purpose may be exercised at any
time upon the Landlord giving to the Tenant not less than seven days prior notice, such
notice to include details of proposed works, and provided that such prior notice shall
not be required in an emergency; and
	 
	 	(c)	 	allow prospective purchasers of the Premises to view the Premises. The right
of entry for this purpose may be exercised at all reasonable times upon the Landlord
giving to the Tenant not less than seven days prior written notice.






	 	 	The Landlord shall carry out such works, services and entries in such a manner so as to
minimise as far as practicable any inconvenience or interruption to the conduct of the
Permitted Use caused by such works or services. Any such works or services must be approved
in advance by the tenant, with such approval not to be unreasonably withheld. The Landlord
shall be responsible to the Tenant for any negligence or wilful act or omission of the
Landlord’s agents and contractors in entering for such works and services.
	 
	 	 	At all times whilst on the Premises the Landlord and its servants, agents and contractors
must be accompanied by a representative of the Tenant and comply with all reasonable
operating procedures of the Tenant and all reasonable directions of the Tenant with regard
to health and safety matters.
	 
	10.2	 	Resumptions
	 
	 	 	The Tenant shall have a right of termination of this Lease in the event of any
resumption of any part of the Premises or any agreement between the Landlord and any
relevant authority with respect to any public service, utility or facility within the
Premises unless the resumption or agreement directly results in the Premises being wholly
and permanently unfit for occupation or use by the Tenant for the Permitted Use. In that
event the Tenant may terminate this Lease by written notice to the Landlord and by complying
with clause 9.6. Upon such compliance this Lease shall be terminated.
	 
	10.3	 	Grant of easements
	 
	 	 	The Landlord shall not enter into any arrangements or agreements with any of the
owners, tenants or occupiers of land adjacent to or in the vicinity of the Premises (in this
clause Adjacent Land) or with any relevant authority for the purpose of providing public or
private access to the Premises or the Adjacent Land or the support of structures erected or
to be erected on the Land or the Adjacent Land or the provision of services to the Premises
or the Adjacent Land.
	 
	11	 	Part 11 — Liabilities and indemnities
	 
	11.1	 	Release of Landlord
	 
	 	 	The Tenant shall occupy and use the Premises at the risk of the Tenant. The Landlord
the Managing Agent and each of their respective servants and agents shall not be liable to
the Tenant for any Claims suffered or incurred by the Tenant except where due to any
deliberate or negligent act or omission by the Landlord, the Managing Agent or any of their
respective servants or agents.




 









 







					
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	11.2	 	Interruption of services
	 
	 	 	Without limitation to clause 11.1 the Landlord, the Managing Agent and each of their
respective servants and agents shall not be liable to the Tenant for any Claims suffered or
incurred by the Tenant as a result of any malfunction, failure to function or interruption
of the Appurtenances or the water, gas, electricity, communication or other services to the
Premises from any cause whatsoever except where such Claims are caused or contributed to by
any negligence, nuisance, breach of statutory duty or wilful act or omission of the
Landlord, the Managing Agent or any of their respective servants or agents.
	 
	11.3	 	Tenant to notify the Landlord
	 
	 	 	The Landlord shall be liable to the Tenant for any Claims suffered or incurred by the
Tenant caused or contributed to by the breach of the Provisions on the Landlord’s part by
the Landlord, the Managing Agent or any of their respective servants or agents and for which
(as between the Landlord and the Tenant) the Landlord might be liable whether or not the
Tenant has given to the Landlord written notice of such breach.
	 
	11.4	 	Indemnities
	 
	 	 	The Tenant indemnifies and shall continue to indemnify the Landlord against and in
respect of all Claims suffered or incurred by the Landlord or for which the Landlord becomes
liable whether during or after the Term caused or contributed to by:






	 	(a)	 	the negligence or wilful act or omission of the Tenant;
	 
	 	(b)	 	the default of the Tenant under the Provisions.






	12	 	Part 12 — Insurances
	 
	12.1	 	Tenant’s insurances
	 
	 	 	The Tenant shall effect at the Commencement Date and thereafter maintain:






	 	(a)	 	a public liability insurance policy to cover legal liability to third parties
in respect of the death of or injury to persons and damage to property sustained in or
near the Premises bearing an endorsement whereby the indemnity under the insurance
policy is extended to include such risks of an insurable nature for which the Tenant is
obliged to indemnify the Landlord under clause 11.4; and
	 
	 	(b)	 	a plate and other glass insurance policy against damage covering all plate and
other glass in the Premises.






	12.2	 	Evidence of insurance
	 
	 	 	The Tenant shall deliver from time to time to the Landlord within 14 days of demand a
copy of each insurance policy effected or required to be effected by the Tenant under the
Provisions, the receipt for the last premium and a certificate of currency.
	 
	12.3	 	Tenant not to void insurance
	 
	 	 	The Tenant shall not bring or do any act, matter or thing upon or keep any matter or
thing in the Premises which may:






	 	(a)	 	increase the rate of any insurance premium in respect of the Premises or on any
property in the Premises;
	 
	 	(b)	 	vitiate or render void or voidable any insurance in respect of the Premises;
	 
	 	(c)	 	conflict with any Statutes relating to fire or any insurance policy in respect
of the Premises; or
	 
	 	(d)	 	in any way create any actual or potential fire hazard in or near the Premises,




 









 







					
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Title Reference 50132198




	 	except as permitted in accordance with the Permitted Use.






	12.4	 	Tenant’s insurance policies
	 
	 	 	All insurance policies effected or required to be effected by the Tenant under the
Provisions:






	 	(a)	 	shall be effected with an insurer as determined by the Tenant;
	 
	 	(b)	 	shall in relation to the public liability insurance policy under clause 12.1(a)
be for an amount not less than the Public Liability Amount;
	 
	 	(c)	 	shall have no exclusions, endorsements or alterations without the Landlord’s
prior consent; and
	 
	 	(d)	 	shall be effected in the names of the Landlord the Tenant and, if required from
time to time by the Landlord, the Landlord’s mortgagee and any person having an
interest in the Premises superior to that of the Landlord for their respective rights
and interests.






	12.5	 	Tenant’s insurance premiums
	 
	 	 	The Tenant shall pay to the insurer all premiums and charges payable in respect of
any insurance policy effected by the Tenant under the Provisions on or before the due date
for payment.
	 
	12.6	 	Landlord’s insurances
	 
	 	 	The Landlord shall effect and maintain building replacement and reinstatement
insurance for the full replacement reinstatement value of the improvements on the Premises
and such other insurance policies as the Landlord shall decide.
	 
	12.7	 	Landlord’s insurance policies
	 
	 	 	Any insurance policies effected by the Landlord:






	 	(a)	 	shall be effected with such insurer;
	 
	 	(b)	 	shall be for such amounts, cover such risks and contain such conditions; and
	 
	 	(c)	 	shall be in such names,






	 	as the Landlord shall reasonably decide, subject to the insurances providing sufficient
cover for the replacement and reinstatement of the improvements on the Premises.






	13	 	Part 13 — Assignment sub-letting and mortgages
	 
	13.1	 	Restriction on assignment and sub-letting
	 
	 	 	The Tenant shall not assign or transfer the Tenant’s estate or interest in this Lease
(including part of such estate or interest) or sub-let or in any manner part with the
possession of the Premises (including part of the Premises) without the Landlord’s prior
consent. For the purpose of this Lease parting with possession includes, without
limitation, permitting any licensee, franchisee or concessionaire to conduct business in the
Premises. The Landlord’s consent shall not be unreasonably withheld if the following
conditions are satisfied:






	 	(a)	 	the Tenant gives to the Landlord not less than one month’s prior written notice
of the Tenant’s desire to deal with the Lease or the Premises together with written
details of the nature of and the parties to the proposed dealing;
	 
	 	(b)	 	the Tenant proves to the satisfaction of the Landlord that the Incoming Tenant
is a respectable and financially responsible person and where the Permitted Use is a
profession, trade, business or service industry is of proven ability to conduct such
Permitted Use;




 









 







					
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	 	(c)	 	the Tenant or the Incoming Tenant gives to the Landlord upon demand such
further information, material and documents reasonably required by the Landlord in
respect of the proposed dealing;
	 
	 	(d)	 	the Tenant pays to the Landlord the Landlord’s reasonable costs and expenses
including the Landlord’s legal costs and disbursements in relation to the investigation
of the Incoming Tenant and otherwise relating to the proposed dealing;
	 
	 	(e)	 	the Tenant pays to the Landlord all money payable by the Tenant up to the date
of completion of such dealing and there is not at the time of giving the notice under
clause 13.1(a) or thereafter prior to the date of completion of such dealing any
unremedied breach of the Provisions on the Tenant’s part which has not been waived by
the Landlord;
	 
	 	(f)	 	in the event of a sub-letting or other parting with possession the Tenant
proves to the satisfaction of the Landlord, by valuation or valuations if so required
by the Landlord, that the rent payable by the Incoming Tenant under that dealing is at
a rate not less than the current market rental of the Premises. The Landlord may
approve a sub-letting or other parting with possession at a rate less than the current
market rental of the Premises if the Tenant delivers to the Landlord a written
acknowledgement that the rate is less than the current market rental of the Premises.
Such acknowledgement shall be on such terms as the Landlord’s solicitors may require;
	 
	 	(g)	 	in the event of an assignment or transfer, the Incoming Tenant by deed
covenants with the Landlord to observe and perform the Provisions on the Tenant’s part.
Such deed shall be prepared and, if necessary, stamped by the Landlord’s solicitors at
the reasonable cost of the Tenant and shall be on such terms and with such parties as
the Landlord’s solicitors may reasonably require. The deed may include, without
limitation, a power of attorney by the Incoming Tenant in favour of the Landlord;
	 
	 	(h)	 	in the event of a sub-letting or other parting with possession the Incoming
Tenant by deed covenants with the Landlord not to breach the Provisions on the Tenant’s
part, to observe and perform such of the Provisions on the Tenant’s part as the
Landlord may require and to observe and perform such additional obligations as the
Landlord may require. Such deed shall be prepared and, if necessary, stamped by the
Landlord’s solicitors at the reasonable cost of the Tenant and shall be on such terms
and with such parties as the Landlord’s solicitors may reasonably require.
	 
	 	(i)	 	if the Incoming Tenant is a corporation other than a corporation whose shares
are quoted by Australian Securities Exchange Limited a guarantee and indemnity is
provided by any holding company (as defined under the Corporations Act) and the
directors and shareholders of the Incoming Tenant and of any such holding company
whereby the Landlord obtains the benefit of a guarantee and indemnity in respect of the
due and punctual performance of:






	 	(i)	 	the Provisions on the Tenant’s part;
	 
	 	(ii)	 	in the case of an assignment or transfer the covenants on the
Incoming Tenant’s part contained in the deed under clause 13.1(g); and
	 
	 	(iii)	 	in the case of a sub-letting or other parting with possession the
covenants on the Incoming Tenant’s part contained in the deed under clause
13.1(h).






	 	 	 	Such guarantee and indemnity shall be prepared and, if necessary, stamped by the
Landlord’s solicitors at the reasonable cost of the Tenant and shall be on such terms
and with such parties as the Landlord’s solicitors may reasonably require; and
	 
	 	(j)	 	in the event of an assignment or transfer the Tenant and the guarantors under
any guarantee and indemnity given in support of the obligations of the Tenant by deed
covenant with the Landlord that the Tenant shall be released from the obligations of
the Tenant under the Provisions and the guarantors shall be released from the
obligations of the guarantors contained in such guarantee and




 









 







					
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Title Reference 50132198




	 	 	 	indemnity for the balance of the Term, any holding over and any option for renewal which may be exercised.






	13.2	 	Corporate ownership
	 
	 	 	For the purpose of this part 13 where the Tenant is a corporation other than a
corporation whose shares are quoted by Australian Securities Exchange Limited an assignment
shall occur if any person or persons not:






	 	(a)	 	if the Lease was granted to the Tenant or if the Landlord has not consented to
the assignment or transfer of this Lease to the Tenant then, as at the Commencement
Date; or
	 
	 	(b)	 	if the Landlord has consented to the assignment or transfer of this Lease to
the Tenant then, as at the date of completion of such assignment or transfer,






	 	 	beneficially holding or controlling, or beneficially holding or controlling between them,
more than 50% of the issued capital or voting rights of the Tenant subsequently beneficially
hold or control, or beneficially hold or control between them, more than 50% of the issued
capital or voting rights of the Tenant.
	 
	13.3	 	Trustee ownership
	 
	 	 	For the purpose of this part 13 where the Tenant is a trustee of a trust other than a
trust whose units are quoted by Australian Securities Exchange Limited an assignment shall
occur if any person or persons not:






	 	(a)	 	if the Lease was granted to the Tenant or if the Landlord has not consented to
the assignment or transfer of this Lease to the Tenant then, as at the Commencement
Date; or
	 
	 	(b)	 	if the Landlord has consented to the assignment or transfer of this Lease to
the Tenant then, as at the date of completion of such assignment or transfer,






	 	 	beneficially holding or controlling, or beneficially holding or controlling between them,
more than 50% of the issued units or voting rights of the trust of which the Tenant is
trustee subsequently beneficially hold or control, or beneficially hold or control between
them, more than 50% of the issued units or voting rights of the trust of which the Tenant is
trustee.
	 
	13.4	 	Restriction on mortgaging lease
	 
	 	 	The Tenant shall not mortgage, charge or otherwise encumber the Tenant’s estate or
interest in this Lease (including part of such estate or interest) without the Landlord’s
prior consent, which shall not be unreasonably withheld.
	 
	13.5	 	Restriction on leasing or mortgaging fixtures
	 
	 	 	The Tenant shall not lease, hire or mortgage any fixtures or fittings within or to be
brought upon the Premises without the Landlord’s prior consent. The Landlord’s consent
shall not be unreasonably withheld if the Tenant’s financier is a financial institution
first approved by the Landlord and signs the Landlord’s reasonable documentation in respect
of leased hired or mortgaged fixtures or fittings.
	 
	14	 	Part 14 — Landlord’s title
	 
	14.1	 	Quiet enjoyment
	 
	 	 	The Tenant shall peaceably hold and enjoy the Premises during the Term without any
interruption by the Landlord or by any person rightfully claiming through, under or in trust
for the Landlord.
	 
	14.2	 	Landlord’s successors and assigns
	 
	 	 	If a person other than the Landlord becomes entitled either by operation of law or
otherwise to receive the Base Rent and other money payable under the Provisions that person
shall have the benefit of the




 









 







					
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	 	 	Provisions on the Tenant’s part. Upon demand by the Landlord and at the reasonable cost of
the Landlord the Tenant shall enter into a covenant with that other person in that regard
upon such terms as the Landlord may reasonably require.
	 
	15	 	Part 15 — Tenant’s default
	 
	15.1	 	Definition of default
	 
	 	 	If:






	 	(a)	 	the Base Rent is unpaid after the due date for payment and after 30 days of the
making of demand;
	 
	 	(b)	 	any money payable by the Tenant to the Landlord upon demand is unpaid after 30
days of the making of demand;
	 
	 	(c)	 	any other money payable by the Tenant to the Landlord is unpaid after the due
date for payment and after 30 days of the making of further demand;
	 
	 	(d)	 	the Tenant has not effected the repairs required by any notice given by the
Landlord under the Provisions within the reasonable time specified in the notice;
	 
	 	(e)	 	the Tenant does not observe or perform any of the essential terms of this Lease
on the Tenant’s part with a reasonable time of the Landlord making demand;
	 
	 	(f)	 	the Tenant does not observe or perform any of the other Provisions on the
Tenant’s part and such failure continues for seven Business Days after the making of
demand;
	 
	 	(g)	 	the Tenant being a corporation goes into liquidation or provisional liquidation
or enters into an arrangement or composition with its creditors within the meaning of
the Corporations Act;
	 
	 	(h)	 	the Tenant being a natural person commits an act of bankruptcy or enters into
an arrangement, assignment or composition under the Bankruptcy Act 1966; or
	 
	 	(i)	 	the Tenant abandons or vacates the Premises;






	 	 	the Tenant shall be in default.






	15.2	 	Forfeiture of Lease
	 
	 	 	If the Tenant is and remains in default, the Landlord may without limitation to any
other method of termination and after giving 14 days prior written notice where required by
law or the Provisions:






	 	(a)	 	re-enter into and take possession of the Premises and eject the Tenant and all
other persons from the Premises and repossess and enjoy the Premises as of its first
and former estate. Upon such re-entry this Lease shall be terminated;
	 
	 	(b)	 	by written notice to the Tenant terminate this Lease. Upon such notice being
given this Lease shall be terminated; or
	 
	 	(c)	 	by written notice to the Tenant elect to convert the unexpired portion of the
Term into a tenancy from month to month. Upon such notice being given this Lease shall
be terminated. After such termination the Tenant shall hold the Premises from the
Landlord as tenant from month to month. The Tenant shall pay a monthly rent equal to
the Base Rent payable monthly at the date of giving such notice. The monthly tenancy
shall otherwise be in accordance with the Provisions so far as they can be applied to a
monthly tenancy including, without limitation, the provisions for variation of Base
Rent but without the benefit of any option to renew. The monthly rent shall be paid
monthly in advance. The monthly tenancy may be terminated by the Tenant by giving not
less than three months prior written notice given at any time and taking effect at any
time in accordance with such





 









 







					
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	 	 	notice. The monthly tenancy may be terminated by the Landlord by giving not less than
two months prior written notice given at any time and taking effect at any time in
accordance with such notice.
	 
	 	 	The termination of the Lease shall not effect or limit the entitlement of the Landlord to recover damages.
	 
	15.3	 	Essential terms
	 
	 	 	The covenants in the following Provisions are essential terms of this Lease:





	 	 	 	 	 	 	 
	 	 	Provision	 	 	 	Heading
	 
	 	 	 	 	 	 
	 

	 	(a)
	 	clause 4.1
	 	Payment of Base Rent;
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	part 5
	 	Electricity, Gas, Water and Other Charges;
	 
	 	 	 	 	 	 
	 

	 	(c)
	 	clause 6.2
	 	Electrical Overloading;
	 
	 	 	 	 	 	 
	 

	 	(d)
	 	clause 6.4
	 	Maintenance Contracts;
	 
	 	 	 	 	 	 
	 

	 	(e)
	 	clause 7.1
	 	Permitted Use;
	 
	 	 	 	 	 	 
	 

	 	(f)
	 	clause 7.2
	 	Compliance with Statutes;
	 
	 	 	 	 	 	 
	 

	 	(g)
	 	clause 7.4
	 	Offensive or Illegal Conduct;
	 
	 	 	 	 	 	 
	 

	 	(h)
	 	clause 7.9
	 	Structural Overloading;
	 
	 	 	 	 	 	 
	 

	 	(i)
	 	clause 8.1
	 	Condition of Premises;
	 
	 	 	 	 	 	 
	 

	 	(j)
	 	clause 9.1
	 	No Alteration Without Consent;
	 
	 	 	 	 	 	 
	 

	 	(k)
	 	clause 12.1
	 	Tenant’s Insurances;
	 
	 	 	 	 	 	 
	 

	 	(l)
	 	clause 12.3
	 	Tenant not to Void Insurance;
	 
	 	 	 	 	 	 
	 

	 	(m)
	 	clause 13.1
	 	Restriction on Assignment and Sub-Letting; and
	 
	 	 	 	 	 	 
	 

	 	(n)
	 	clause 17.1
	 	Bank Guarantee.







	 	 	Without limitation to this clause, any further Provisions on the Tenant’s part, the
performance of which the Landlord considered at the Commencement Date so essential or
fundamental that the Landlord would not otherwise have entered into this Lease shall also be
essential terms of this Lease. The Tenant’s failure to strictly perform or observe the
essential terms of this Lease and the Landlord’s failure or delay to take any action in
respect of such failure shall not constitute a waiver of the essentiality of the Tenant’s
obligations under the essential terms.
	 
	15.4	 	Damages
	 
	 	 	The Tenant shall compensate the Landlord for any loss or damage suffered as a result
of the breach or default of the Tenant under the Provisions. The Tenant’s obligation to
compensate the Landlord is not in substitution for or derogation of any other right the
Landlord may have.
	 
	15.5	 	Repudiation
	 
	 	 	If:






	 	(a)	 	the Tenant defaults under an essential term of this Lease; or
	 
	 	(b)	 	the Landlord accepts the Tenant’s repudiation of this Lease,






	 	 	the Tenant shall compensate the Landlord for any reasonable loss or damage suffered in
respect of the Lease subject to the Landlord’s obligations to use its best endeavours to
mitigate its loss or damages.




 









 







					
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	15.6	 	Interest on overdue money
	 
	 	 	If the Tenant does not pay to the Landlord any money payable under the Provisions
upon demand within 30 days of the making of demand or the Tenant shall pay to the Landlord
interest on such money or on so much of such money as shall remain unpaid from the due date
for payment until and including the date the money is paid and also upon any judgment which
the Landlord may obtain against the Tenant from the due date for payment until and including
the date the judgment is satisfied. The interest shall be calculated at the rate equal to
the Westpac Indicator Lending Rate quoted from time to time plus 2% per annum.
	 
	 	 	The interest shall accrue on a daily basis, shall be paid on the first day of each month
where an amount was payable in the preceding month or months and shall be capitalised on the
first day of each month. If the Westpac Indicator Lending Rate is discontinued or ceases to
be quoted then the rate of interest under clause 15.6(d) shall be calculated as provided in
that clause based upon such other indicator of bank interest rates as in the opinion of the
Landlord has been substituted for such rate or in the absence of such substitution the
current maximum overdraft rate for the time being applied by the Commonwealth Bank of
Australia at its principal office in Brisbane, Queensland. A certificate as to a rate
referred to in this clause given to the Landlord and signed by an officer of the relevant
bank shall be final and binding on the Landlord and the Tenant.
	 
	15.7	 	Non-waiver
	 
	 	 	The Landlord’s failure to act in respect of any default or breach of the Tenant shall
not be or be construed as a waiver of that default or breach. Any custom or practice which
may develop between the Landlord and the Tenant in the administration of this Lease shall
not be construed to waive or to lessen the right of the Landlord to require the strict
performance or observance by the Tenant of the Provisions or to exercise any rights given to
the Landlord in respect of any such default or breach. Any waiver by the Landlord must be
in writing and if not in writing shall be of no effect.
	 
	15.8	 	Waiver not to constitute licence
	 
	 	 	The waiver by the Landlord of any default or breach of the Tenant shall not in any
circumstances be construed or operate as a licence to the Tenant to repeat or continue any
such default or breach. No such waiver shall be construed or operate as a waiver of any
subsequent default or breach whether of the like nature or not.
	 
	15.9	 	Acceptance of money not waiver
	 
	 	 	The demand by the Landlord for, or the acceptance by the Landlord of, Base Rent or
other money payable by the Tenant to the Landlord shall not constitute a waiver of any prior
default or breach by the Tenant of any Provision, other than the Tenant’s failure to make
the particular payment or payments so accepted.
	 
	15.10	 	Tender after termination
	 
	 	 	In the absence of any express election by the Landlord, any money tendered by the
Tenant after the termination of this Lease may be accepted by the Landlord and if accepted,
shall be applied firstly on account of any Base Rent and other money payable under the
Provisions but unpaid at the date of termination and secondly on account of the Landlord’s
costs of termination.
	 
	15.11	 	Landlord may rectify
	 
	 	 	If the Tenant does not pay any money as required under the Provisions to any person
other than the Landlord or if the Tenant does not perform any obligation under the
Provisions the Landlord may as the agent of the Tenant for such purpose, make such payment
or perform such obligation and incur such costs as may be necessary to perform such
obligation. The Landlord shall not be under any obligation to make such payment or perform
such obligation. The Tenant shall pay to the Landlord within 15 Business Days demand, the
full amount of any payments made and costs incurred by the Landlord under this clause.




 









 







					
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	15.12	 	Removal of contents
	 
	 	 	Upon the termination of this Lease the Landlord may remove from the Premises any
contents, including, without limitation, plant, equipment, stock-in-trade and other fixtures
and fittings of the Tenant, and store the contents in a public warehouse or otherwise. The
Landlord shall not by such action be guilty of conversion or trespass or become liable for
any loss or damage occasioned to such contents. The Tenant shall bear all risks in respect
of such removal and storage. The Tenant shall pay to the Landlord upon demand all
reasonable costs in respect of such removal and storage.
	 
	16	 	Part 16 — Tenant’s property
	 
	16.1	 	Tenant to yield up
	 
	 	 	When this Lease is terminated (whether by effluxion of time or otherwise) the Tenant
shall yield up the Premises in the order and condition required under clause 8.1.
	 
	16.2	 	Tenant’s right to remove property
	 
	 	 	If the Tenant is not in default under the Provisions the Tenant may during the last
20 Business Days of the Term remove from the Premises any property owned, hired or leased
(other than from the Landlord) by the Tenant, provided that such removal can be effected
without causing any substantial or structural damage to the Premises. The Tenant shall make
good any damage caused to the Premises by such removal.
	 
	16.3	 	Tenant’s obligation to remove property
	 
	 	 	Upon demand by the Landlord the Tenant shall remove from the Premises within 20
Business Days from the later of:






	 	(a)	 	termination of this Lease (whether by effluxion of time or otherwise); and
	 
	 	(b)	 	the making of demand,






	 	 	such items of property owned, hired or leased (other than from the Landlord) by the Tenant
as nominated by the Landlord. The Tenant shall make good any damage caused to the Premises
by such removal. Within a reasonable time of demand by the Landlord, the Tenant shall
reinstate any alterations made to the Premises by the Tenant or any previous tenant of the
Premises so that the Premises are converted back to the original condition of the Premises
as at the Commencement Date and prior to such alterations.
	 
	16.4	 	Landlord’s right to remove property
	 
	 	 	If the Tenant has not removed the property referred to in clauses 16.2 or 16.3 the
Landlord may remove such property and make good any damage and reinstate any alterations.
The Tenant shall pay to the Landlord within 21 days of demand, the reasonable costs to the
Landlord of such removal, making good or reinstatement.
	 
	16.5	 	Abandoned fittings and goods
	 
	 	 	If any property referred to in clauses 16.2 or 16.3 owned by the Tenant, is not
removed by the Tenant under clauses 16.2 or 16.3 the Tenant shall be deemed to have
abandoned the Tenant’s interest and proprietary rights in such property and the Landlord, at
the election of the Landlord as notified in writing to the Tenant, shall from the date
specified in the Landlord’s notice of election be deemed to be the full legal and beneficial
owner of such property free of all encumbrances, charges and other claims whatsoever. Until
the Landlord elects under this clause the Landlord may deal with that property under clause
15.12.




 









 







					
	QUEENSLAND LAND REGISTRY 

Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	SCHEDULE
	 	Form 20 Version 2

Page 38 of 41





Title Reference 50132198




	17	 	Part 17 — Performance security
	 
	17.1	 	Bank guarantee
	 
	 	 	The Tenant shall:






	 	(a)	 	deliver to the Landlord on or before the earlier of:






	 	(i)	 	the Tenant’s execution of this Lease; and
	 
	 	(ii)	 	the Commencement Date,






	 	 	       a Bank Guarantee for the Security Amount; and
	 
	(b)	 	where the Landlord makes demand under any Bank Guarantee held by the Landlord
under this clause 17.2, deliver to the Landlord a further Bank Guarantee equal to the
amount demanded or appropriated by the Landlord.






	17.2	 	Security deposit
	 
	 	 	The Landlord may accept from the Tenant a sum of money in satisfaction, to the extent
of the sum accepted, of the Tenant’s obligations to deliver any Bank Guarantee under clause
17.1. Subject to the Landlord’s rights under clause 17.3, the Landlord shall invest or
cause to be invested any sum held by the Landlord under this clause in any form of
investment nominated by the Landlord and permitted by law. If the Tenant exercises any
option for renewal the Landlord may retain and invest any sum held by the Landlord under
this clause.
	 
	17.3	 	Claim on performance security
	 
	 	 	The Landlord may, from time to time:






	 	(a)	 	make demand under any Bank Guarantee held by the Landlord under clause 17.1;
	 
	 	(b)	 	appropriate any sum held by the Landlord under clause 17.2; or
	 
	 	(c)	 	exercise the Landlord’s rights under clause 17.3(a) and clause 17.3(b),






	 	 	as compensation in respect of any breach of the Provisions on the Tenant’s part. The
exercise of the Landlord’s rights under this clause is not in substitution for or derogation
of any other rights the Landlord may have.
	 
	18	 	Part 18 — Option for renewal
	 
	18.1	 	Conditions of exercise of Option
	 
	 	 	If the Tenant desires a further lease of the Premises for the Option Term, clause
18.2 shall apply if:






	 	(a)	 	the Tenant gives written notice of exercise of option to the Landlord during
the Option Exercise Period;
	 
	 	(b)	 	this Lease has not been terminated or surrendered; and
	 
	 	(c)	 	there is not at the time of giving the notice under clause 18.1(a) or
thereafter prior to the Expiry Date any unremedied breach of the Provisions on the
Tenant’s part which has not been waived by the Landlord.






	18.2	 	Grant of Option Term
	 
	 	 	Subject to clause 18.1 the Landlord shall grant to the Tenant and the Tenant shall
accept from the Landlord a further lease of the Premises for the Option Term upon the same
terms, with the necessary changes, as are contained in this Lease except for:




 









 







					
	QUEENSLAND LAND REGISTRY 

Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	SCHEDULE
	 	Form 20 Version 2

Page 39 of 41





Title Reference 50132198










	 	(a)	 	this part 18 which shall be omitted; and
	 
	 	(b)	 	the Base Rent payable during the Option Term which shall be determined under
the Provisions contained in part A.






	18.3	 	Execution of Lease
	 
	 	 	If the lease for the Option Term is granted the parties shall promptly enter into a
deed of renewal. Such lease or deed shall be prepared and registered by the Tenant’s
solicitors at the cost of the Tenant. If the Base Rent for the Option Term has not been
determined by the commencement date of the Option Term the Tenant shall pending such
determination and the execution of the lease or deed be bound by the terms of the lease for
the Option Term on the Tenant’s part. Subject to the Provisions contained in part A, if the
Base Rent for the Option Term has not been determined by the commencement date of the Option
Term then pending such determination the Tenant shall pay Base Rent at the rate payable as
at the Expiry Date. Upon such determination the Landlord and the Tenant shall promptly make
any necessary adjustment.






	19	 	GST
	 
	19.1	 	Interpretation
	 
	 	 	In this clause 19:






	 	(a)	 	words and expressions which are not defined in this Lease but which have a
defined meaning in GST Law have the same meaning as in the GST Law; and
	 
	 	(b)	 	GST Law has the meaning given to that expression in the A New Tax System (Goods
and Services Tax) Act 1999.






	19.2	 	Consideration GST exclusive
	 
	 	 	Unless otherwise expressly stated, all amounts or other sums payable or consideration
to be provided under this Lease are exclusive of GST.
	 
	19.3	 	Payment of GST
	 
	 	 	If GST is payable by a supplier, or by the representative member for a GST group of
which the supplier is a member, on any supply made under this Lease, the recipient will pay
to the supplier an amount equal to the GST payable on the supply.
	 
	19.4	 	Timing of GST payment
	 
	 	 	The recipient will pay the amount referred to in clause 19.3 in addition to and at
the same time that the consideration for the supply is to be provided under this Lease.
	 
	19.5	 	Tax invoice
	 
	 	 	The supplier must deliver a tax invoice or an adjustment note to the recipient before
the supplier is entitled to payment of an amount under clause 19.3. The recipient can
withhold payment of the amount until the supplier provides a tax invoice or an adjustment
note, as appropriate.
	 
	19.6	 	Adjustment event
	 
	 	 	If an adjustment event arises in respect of a taxable supply made by a supplier under
this Lease, the amount payable by the recipient under clause 19.3 will be recalculated to
reflect the adjustment event and a payment will be made by the recipient to the supplier or
by the supplier to the recipient as the case requires.




 









 







					
	QUEENSLAND LAND REGISTRY 

Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	SCHEDULE
	 	Form 20 Version 2

Page 40 of 41





Title Reference 50132198




	19.7	 	Reimbursements
	 
	 	 	Where a party is required under this Lease to pay or reimburse an expense or outgoing
of another party, the amount to be paid or reimbursed by the first party will be the sum of:






	 	(a)	 	the amount of the expense or outgoing less any input tax credits in respect of
the expense or outgoing to which the other party, or to which the representative member
for a GST group of which the other party is a member, is entitled; and
	 
	 	(b)	 	if the payment or reimbursement is subject to GST, an amount equal to that GST.




 









 







					
	QUEENSLAND LAND REGISTRY 

Land Title Act 1994, Land Act 1994 and Water Act 2000
	 	SCHEDULE
	 	Form 20 Version 2

Page 41 of 41





Title Reference 50132198









Schedule




Lease Details




	 	 	 
	Agreement

	 	Not applicable
	 
	 	 
	Base Rent

	 	$72,000.00 per annum
	 
	 	 
	Commencement Date

	 	1 June 2007
	 
	 	 
	Expiry Date

	 	31 May 2012
	 
	 	 
	Indexation Review Date

	 	1 June 2008, 1 June 2009, 1 June 2010, 1 June 2011
	 
	 	 
	 

	 	If Option exercised:
	 
	 	 
	 

	 	1 June 2013, 1 June 2014, 1 June 2015, 1 June 2016
	 
	 	 
	Landlord

	 	Garrels Investments Pty Ltd
	 
	 	 
	Market Review Area

	 	Gold Coast
	 
	 	 
	Market Review Date

	 	1 June 2012
	 
	 	 
	Minimum Increase Percentage

	 	4%
	 
	 	 
	Option Exercise Period

	 	The period from 12 months before the Expiry Date
to 3 months before the Expiry Date
	 
	 	 
	Option Term

	 	5 years
	 
	 	 
	Permitted Use

	 	For the extraction and maintenance of an active
pharmaceutical ingredient (API) from a natural
source raw material and the conversion of that
API to the final pharmaceutical drug and all
associated activities, including the analytical
testing of the drug in a laboratory.
	 
	 	 
	Premises Address

	 	18 Olympic Circuit, Southport Qld 4215
	 
	 	 
	Public Liability Amount

	 	$10,000,000.00
	 
	 	 
	Security Amount

	 	$ 13,200.00
	 
	 	 
	Tenant

	 	Peplin Operations Pty Ltd
	 
	 	 
	Term

	 	Five years