Exhibit 10.2


 





 


21 June 2016


 


Dr Jerry Kanellos


Chief Operating and Scientific Officer


Immuron Limited


Level 1, 39 Leveson Street


North Melbourne


VIC 3051


AUSTRALIA


 


Dear Jerry


 


Variation of Development and Supply
Agreement


 


As you know, Immuron Limited (Immuron)
and Synlait Milk Limited (Synlait) are parties to a Supply Agreement, dated 21 July 2011 (Original Agreement) which
ran for a term of five years (expiring on 21 July 2016).


 


The parties entered into a refreshed agreement, the Development
and Supply Agreement, on 28 June 2013. The parties agree that the reference to the “Effective Date" in the Development
and Supply Agreement was intended to refer to the “Effective Date” of the Original Agreement. For clarity, this means
that the Development and Supply Agreement expires on 21 July 2016.


 


The parties now agree to extend the Development
and Supply Agreement for a further two years, expiring (unless agreed to be further extended) on 21 July 2018.


 


This letter sets out a variation to the
Development and Supply Agreement. It is agreed that clause 4.4 will be deleted and replaced as follows:


 


“4.4      Price for HIC. The
price payable by Immuron for HIC shall be negotiated in advance of the first delivery of HIC, which shall be based on the following
prices:


 


		(a)	For HIC manufactured in FY 17 (1 August 2016 –
31 July 2017), using Synlait's special milk drier and delivered to Melbourne, the price for 2.1MT is                 per
kg; and



 


		(b)	For HIC manufactured in FY 18 (1 August 2017 - 31 July
2018), using Synlait's special milk drier and delivered to Melbourne, the price for any volume that is:



 


		(i)	between 1.6 and 2.6 MT is                 per
kg, subject to any cost adjustments for the FY18 manufacturing year; and



 


		(ii)	less than 1.6MT or in excess of 2.6MT will be agreed
by the parties at prior to the placement of Immuron’s HIC order for FY 18, such order to be placed in accordance with Section
3.4.



 


All prices are inclusive of all transport
and insurance costs and levies. Notwithstanding clause 4.5 the parties may agree in writing to vary these prices from time to time."


 


Synlait Milk Ltd


1028 Heslerton Road


RD13, Rakaia 7783


New Zealand


P +64 3 373 3000


www.synlait.com


 


Certain confidential information contained herein has been
blacked out and has been omitted. An un-redacted version of this agreement has been separately filed with the Securities and Exchange
Commission.




 




     


     


    

 





 


We request that Immuron confirm its agreement to this variation
by signing a copy of this letter where indicated below and returning this to Synlait.


 


All other terms of the Development and Supply Agreement continue
unchanged.


 


	Yours sincerely	 
	 	 
	/s/ John Begg	 
	John Begg	 
	Regional Sales Manager	 




 


	AGREED by IMMURON LTD:	/s/ Dr Jerry Kanellos	 
	 	Signature	 
	 	 	 
	 	Dr Jerry Kanellos	 
	 	Name	 
	 	 	 
	 	Chief Operating Officer	 
	 	Title	 
	 	 	 
	 	5 August 2016	 
	 	Date	 


 


Synlait Milk Ltd


1028 Heslerton Road


RD13, Rakaia 7783


New Zealand


P +64 3 373 3000


www.synlait.com