Technology License Agreement



 Exhibit 10.10 

 
  
 Alchemia Limited 
  
  

Audeo Discovery Pty Ltd 
  

Technology Licence Agreement 
 Ref:
6708510/13 
 © Corrs Chambers Westgarth 







 Contents 

									
	 	1	  	 	Interpretation	  	 	1	  
	 	1.1	  	 	 Definitions
	  	 	1	  
	 	1.2	  	 	 Construction
	  	 	5	  
	 	1.3	  	 	 Headings
	  	 	6	  
	 	2	  	 	Term	  	 	6	  
	 	3	  	 	Licence	  	 	6	  
	 	4	  	 	Royalties	  	 	7	  
	 	4.1	  	 	 Payment
	  	 	7	  
	 	4.2	  	 	 Reporting
	  	 	7	  
	 	4.3	  	 	 Payment terms
	  	 	7	  
	 	4.4	  	 	 No deduction
	  	 	7	  
	 	5	  	 	Performance obligations	  	 	7	  
	 	5.1	  	 	 General obligations
	  	 	7	  
	 	5.2	  	 	 Compliance
	  	 	8	  
	 	5.3	  	 	 Compliance of Licensed Products
	  	 	8	  
	 	6	  	 	Improvements	  	 	8	  
	 	7	  	 	Reviews, records and audits	  	 	9	  
	 	7.1	  	 	 Reports
	  	 	9	  
	 	7.2	  	 	 Records
	  	 	9	  
	 	7.3	  	 	 Audit Rights
	  	 	10	  
	 	8	  	 	Infringement proceedings	  	 	10	  
	 	8.1	  	 	 Notice of infringement
	  	 	10	  
	 	8.2	  	 	 Conduct of actions
	  	 	11	  
	 	8.3	  	 	 Challenge to patent rights
	  	 	11	  


  

					
	6708510/13	  	page i	  	










									
	 	9	  	 	Patent management and costs	  	 	12	  
	 	10	  	 	Confidential Information	  	 	13	  
	 	10.1	  	 	 Obligations
	  	 	13	  
	 	10.2	  	 	 Exceptions
	  	 	13	  
	 	11	  	 	Use of names and logos	  	 	14	  
	 	11.1	  	 	 General
	  	 	14	  
	 	11.2	  	 	 Licence and ownership of Trade Marks
	  	 	14	  
	 	11.3	  	 	 Limitation on use
	  	 	14	  
	 	11.4	  	 	 Renewal and maintenance of Trade Marks
	  	 	15	  
	 	12	  	 	Warranties	  	 	15	  
	 	12.1	  	 	 Mutual warranties
	  	 	15	  
	 	12.2	  	 	 No warranties by Licensor
	  	 	15	  
	 	13	  	 	Public statements	  	 	15	  
	 	13.1	  	 	 Consent to publicity
	  	 	15	  
	 	14	  	 	Liability	  	 	16	  
	 	14.1	  	 	 Limitation of liability
	  	 	16	  
	 	14.2	  	 	 Contribution
	  	 	16	  
	 	14.3	  	 	 Indemnity
	  	 	16	  
	 	15	  	 	GST	  	 	16	  
	 	15.1	  	 	 Construction
	  	 	16	  
	 	15.2	  	 	 Consideration GST exclusive
	  	 	17	  
	 	15.3	  	 	 Payment of GST
	  	 	17	  
	 	15.4	  	 	 Timing of GST payment
	  	 	17	  
	 	15.5	  	 	 Tax invoice
	  	 	17	  
	 	15.6	  	 	 Adjustment event
	  	 	17	  


  

					
	6708510/13	  	page ii	  	










									
	 	15.7	  	 	 Reimbursements
	  	 	17	  
	 	15.8	  	 	 No Merger
	  	 	18	  
	 	16	  	 	Changes in Tax laws	  	 	18	  
	 	17	  	 	Termination	  	 	18	  
	 	17.1	  	 	 Grounds for termination
	  	 	18	  
	 	17.2	  	 	 Amendment to definitions of “Patent” and “Territory”
	  	 	19	  
	 	17.3	  	 	 Consequences of termination or expiry
	  	 	19	  
	 	17.4	  	 	 Sell-down period
	  	 	19	  
	 	18	  	 	Dispute resolution	  	 	20	  
	 	18.1	  	 	 Negotiations in good faith
	  	 	20	  
	 	18.2	  	 	 Mediation
	  	 	20	  
	 	18.3	  	 	 Expert Determination
	  	 	20	  
	 	18.4	  	 	 Urgent relief
	  	 	21	  
	 	18.5	  	 	 Confidentiality
	  	 	21	  
	 	18.6	  	 	 Continuing rights and obligations
	  	 	21	  
	 	19	  	 	Insurance	  	 	21	  
	 	19.1	  	 	 Obligations of parties to maintain insurance
	  	 	21	  
	 	19.2	  	 	 Coverage
	  	 	21	  
	 	19.3	  	 	 Evidence of Insurance
	  	 	21	  
	 	20	  	 	Force Majeure	  	 	22	  
	 	21	  	 	Notices	  	 	22	  
	 	21.1	  	 	 General
	  	 	22	  
	 	21.2	  	 	 How to give a communication
	  	 	22	  
	 	21.3	  	 	 Particulars for delivery of notices
	  	 	22	  
	 	21.4	  	 	 Communications by post
	  	 	22	  


  

					
	6708510/13	  	page iii	  	










									
	 	21.5	  	 	 Communications by fax
	  	 	23	  
	 	21.6	  	 	 After hours communications
	  	 	23	  
	 	21.7	  	 	 Process service
	  	 	23	  
	 	22	  	 	General	  	 	23	  
	 	22.1	  	 	 Duty
	  	 	23	  
	 	22.2	  	 	 Legal costs
	  	 	23	  
	 	22.3	  	 	 The Licensor agrees to pay the Licensees reasonable legal fees associated with the review and negotiation of this
agreement
	  	 	23	  
	 	22.4	  	 	 Amendment
	  	 	23	  
	 	22.5	  	 	 Waiver and exercise of rights
	  	 	23	  
	 	22.6	  	 	 Rights cumulative
	  	 	24	  
	 	22.7	  	 	 Consents
	  	 	24	  
	 	22.8	  	 	 Further steps
	  	 	24	  
	 	22.9	  	 	 Governing law and jurisdiction
	  	 	24	  
	 	22.10	  	 	 Assignment and other dealings
	  	 	24	  
	 	22.11	  	 	 Severability
	  	 	24	  
	 	22.12	  	 	 Liability
	  	 	24	  
	 	22.13	  	 	 Counterparts
	  	 	25	  
	 	22.14	  	 	 Entire understanding
	  	 	25	  
	 	22.15	  	 	 Relationship of parties
	  	 	25	  
	 	22.16	  	 	 Effect of execution
	  	 	25	  
	 	22.17	  	 	 Survival of obligations after termination
	  	 	25	  
	  
	         Schedule 1 - Details
	  	 	26	  
	  
	         Schedule 2 – Technology
	  	 	28	  
	  
	     Patents and Patent Applications
	  	 	28	  
	  
	         Annexure A - Patents and Patent Applications
	  	 	29	  
	  
	         Schedule 3 –Royalties
	  	 	31	  


  

					
	6708510/13	  	page iv	  	









 Date 
 Parties 
 Alchemia Limited ABN 43 071 666 334 of 3 Hi-Tech Court, Eight
Mile Plains, Brisbane Technology Park, QLD 4113 (Licensor) 
 Audeo Discovery Pty Ltd ACN 159 029 384 of 3 Hi-Tech Court,
Eight Mile Plains, Brisbane Technology Park, QLD 4113 (Licensee) 
  

 
 Background 

 

	A	The Licensor is the owner of the Technology. 

  

	B	The Licensee wishes to use and commercialise the Technology. 

  

	C	The Licensor agrees to grant a licence to the Technology, and the Licensee agrees to use and commercialise the Technology, subject to the terms of this document.


  
  

 

	1.	Agreed terms 

  

	 	(a)	Interpretation 

  

	 	(i)	Definitions 

 In this document: 

Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Brisbane, Australia. 

Commencement Date means the date this document is duly executed by the parties. 

Confidential Information means information in any form which is disclosed by a party (Discloser) to the other party
(Recipient), or otherwise obtained directly or indirectly by the Recipient from the Discloser, that: 
  

	 	(a)	is by its nature confidential; 

  

	 	(b)	is designated as confidential; or 

  

	 	(c)	the Recipient knows or ought reasonably to know is confidential, 


  

					
	6708510/13	  	page 1	  	









 and includes: 

 

	 	(d)	information comprised in or relating to the Technology; 

  

	 	(e)	information relating to the business and financial affairs of the Discloser; 

 but does not include any such information which: 
  

	 	(f)	is in or comes into the public domain otherwise than by disclosure in breach of this document or other duty of confidentiality owed to the Discloser;


  

	 	(g)	had been independently developed by the Recipient prior to obtaining it from the Discloser; or 


 

	 	(h)	is received by the Recipient from a third party who has the right to provide that information without breach of any legal obligation. 


For the avoidance of doubt, the Know-how is (subject to paragraphs (f) to (h) inclusive, above) Confidential
Information of the Licensor. 
 Default Rate means a per annum rate which is 3% above the 3 Month (MID) Bank Bill Swap
Rate published by the Australian Financial Markets Association as at the date interest is calculated in accordance with clause 4.3(b). 
 Dispute has the meaning set out in clause 18.1. 
 Exploit
means: 
 (1) to the extent the Technology relates to a product – to make, hire, sell or otherwise dispose of the
product, offer to make, sell, hire or otherwise dispose of it, use or import it, or keep it for the purpose of doing any of those things; or 
 (2) to the extent the Technology relates to a method or process – to use that method or process or do any act mentioned in paragraph (a) in respect of a product resulting from such use; and

 (3) to licence a third party to do those acts referred to in paragraphs (a) or (b). 

Exploitation has the meaning corresponding to the definition of “Exploit” above. 

Force Majeure means a circumstance beyond the reasonable direct or indirect control and without the fault or negligence of the
party claiming force majeure and provided that the circumstance or the effect could not have been prevented or substantially mitigated by that party by reasonable diligence or reasonable precautionary measures. 

GST has the meaning given to that expression in the GST Law. 

  

					
	6708510/13	  	page 2	  	









 GST Law has the meaning given to that expression in the A New Tax System (Goods
and Services Tax) Act 1999 (Cth). 
 Improvement means an invention, discovery, improvement or modification relating
to the Technology. 
 Insolvency Event means any of the following: 

 

	 	(a)	a person is or states in writing that the person is unable to pay from the person’s own money all the person’s debts as and when they become due and payable;


  

	 	(b)	a person is taken or must be presumed to be insolvent or unable to pay the person’s debts under any applicable legislation; 


 

	 	(c)	an application or order is made for the winding up or dissolution or a resolution is passed or any steps are taken to pass a resolution for the winding up or
dissolution of a corporation; 

  

	 	(d)	an administrator, provisional liquidator, liquidator or person having a similar function under the laws of any relevant jurisdiction is appointed in respect of a
corporation or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within thirty days; 

  

	 	(e)	a controller is appointed in respect of any property of a corporation; 

  

	 	(f)	a corporation is deregistered under the Corporations Act 2001 (Cth) or notice of its proposed deregistration is given to the corporation;


  

	 	(g)	a distress, attachment or execution is levied or becomes enforceable against any property of a person; 


 

	 	(h)	a person enters into or takes any action to enter into an arrangement (including a scheme of arrangement or deed of company arrangement), composition or compromise
with, or assignment for the benefit of, all or any class of the person’s creditors or members or a moratorium involving any of them; 

  

	 	(i)	a petition for the making of a sequestration order against the estate of a person is presented and the petition is not stayed, withdrawn or dismissed within thirty days
or a person presents a petition against himself or herself; 

  

	 	(j)	a person presents a declaration of intention under section 54A of the Bankruptcy Act 1966 (Cth); or 


 

	 	(k)	anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of a person.



  

					
	6708510/13	  	page 3	  	









 Intellectual Property Rights means copyright (including future copyright), trade
mark, design, patent and circuit layout rights, rights in respect of confidential information and all other rights generally falling within the scope of this term, whether registered or unregistered and whether registrable or not. 

Know-how means the technical expertise, knowledge, skills, data, and information relating to the Exploitation of the Patents and
the Patent Applications. 
 Laws means all applicable laws including, without limitation, all local, federal and state
government legislation, codes, regulations and by-laws as amended from time to time. 
 Licensed Products means any
products or services based on, incorporating or made utilising the Technology. 
 Net Revenue means all revenue, whether
cash, cash equivalent, or other consideration (which will be deemed to have its market value) received by or on behalf of the Licensee in respect of Exploitation of the Technology and including any Sub-licence Revenue. 

Patents means the patents specified in Schedule 2 and includes all patents subsequently granted arising from the Patent
Applications, including divisionals, continuations, continuations in part and reissues. 
 Patent Applications means the
patent applications (if any) listed in Schedule 2 and patent applications made after the date of this document which claim priority from, or share common priority with, the Patents or any of the Patent Applications. 

Patent Costs means all costs and expenses, including all legal and patent attorney fees incurred, in connection with filing,
prosecuting (including any opposition proceedings and interferences), registering and maintaining (including the payment of all relevant renewal fees) the Patent Applications and the Patents. 

Personnel of a party means the employees, agents, contractors, consultants, directors and officers of that party and the employees,
agents, contractors, consultants, directors and officers of that party’s Related Bodies Corporate. 
 Quarter means,
in any year of the Term, each of the following periods: 
  

	 	(a)	from 1 January to 31 March; 


(4) from 1 April to 30 June; 
 (5) from 1 July to 30 September; and 

  

					
	6708510/13	  	page 4	  	









 (6) from 1 October to 31 December. 

Related Bodies Corporate has the meaning set out in section 50 of the Corporations Act 2001 (Cth). 

Royalties means the royalties referred to in clause 4 and calculated in accordance with Schedule 3. 

Sub-licence Revenue means all revenue, whether cash, cash equivalent, or other non-monetary consideration (at market value agreed
or determined in accord with clause 18.3) received by or on behalf of the Licensee from a sub-licensee of the Technology, including licence fees, milestone payments, royalties, and revenue from Exploitation of the
Technology. 
 Tax includes: 
  

	 	(a)	any tax, levy, impost, deduction, charge, rate, compulsory loan, withholding or duty by whatever name called and whether Australian, foreign, state, municipal,
provincial, county or local (including profits tax, property tax, interest tax, income tax, capital gains tax, taxes related to the franking of dividends, bank account debits tax, fringe benefits tax, sales tax, payroll tax, group or Pay as You Go
tax, land tax, financial institutions duties, water and municipal rates, customs duties, prescribed payments system tax, reportable payments system tax, GST and stamp duty); and 


(7) any interest, penalty, charge, fine or fee or other amount of any kind assessed, charged or imposed on or in respect of the above,

 other than: 
 (8) any Australian income tax payable on the Licensor’s net income; or 
 (9)
any foreign income tax payable on the Licensor’s 
 net income as a result of the Licensor having a permanent establishment in that foreign
jurisdiction. 
 Technology means the versatile assembly on stable templates (VAST) technology, including the Know-how and
the technology that is the subject of the Patent Applications and the Patents. 
 Term means the period specified in
Item 3 of Schedule 1. 
 Territory means the areas specified in Item 4 of Schedule
1. 
 Trade Marks means the trade marks whether registered or unregistered listed in Schedule 2, and any other
trade marks as may be added to Schedule 2 by the written agreement of the parties from time to time. 

  

					
	6708510/13	  	page 5	  	









 (ii) Construction 
 Unless expressed to the contrary, in this document: 
 (1) words in
the singular include the plural and vice versa; 
 (2) if a word or phrase is defined its other grammatical
forms have corresponding meanings; 
 (3) “includes” means includes without limitation; 

(4) no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward
the clause or would otherwise benefit from it; 
 (5) a reference to: 

a) any legislation includes subordinate legislation under it and includes that legislation and subordinate legislation
as modified or replaced; 
 b) an obligation includes a warranty or representation and a reference to a failure
to comply with an obligation includes a breach of warranty or representation; 
 c) a right includes a benefit,
remedy, discretion or power; 
 d) time is to local time in Brisbane, Australia. 

e) “$” or “dollars” is a reference to Australian currency; 

f) this document includes all schedules and annexures to it; and 

g) a clause, schedule or annexure is a reference to a clause, schedule or annexure, as the case may be, of this
document; 
 (6) if the date on or by which any act must be done under this document is not a Business Day, the
act must be done on or by the next Business Day; and 

  

					
	6708510/13	  	page 6	  	









 (7) where time is to be calculated by reference to a day or event, that day
or the day of that event is excluded. 
 (iii) Headings 
 Headings do not affect the interpretation of this document. 
 (b) Term 

This document commences on the Commencement Date and continues until the expiry of the Term, unless terminated earlier in accordance with
its terms. 
 (c) Licence 
 (1) In consideration for the payment of the Royalties, the Licensor grants to the Licensee a non-transferable licence to Exploit the Technology in all fields in the Territory for the Term on the terms of
this document including, subject to sub-clause 3(c), the right for the Licensee to grant sub-licences to Exploit the Technology. 
 (2) The licence granted in clause 3(a) is exclusive, unless otherwise specified in Schedule 2. 
 (3) The Licensee may grant third parties a sub-licence to Exploit the Technology on a commercial, arm’s length basis subject to the Licensee first obtaining the written consent of the Licensor as to
the identity of the sub-licensee and as to the terms of the sub-licence, such consent not to be unreasonably withheld. The Licensee shall include in each sub-licence of the Technology a term by which the sub-licence automatically terminates in the
event that this agreement is terminated. 
 (4) As part of the Know-how licensed under this agreement, the Licensor will:

 a) as soon as practicable after the Commencement Date, make available to the Licensee the diversity scanning array of
compounds in existence as the date of this agreement and housed at Griffith University that the Licensor considers necessary to allow the Licensee to further develop and to conduct its own research on the Technology as contemplated by this
agreement; and 
 b) within a reasonable time after written request, make available to the Licensee a second copy of the
compound library that is currently stored on resin. The Licensee will bear the cost of cleaving each compound from the resin and purifying each compound. 
 (d) Royalties 

  

					
	6708510/13	  	page 7	  	









 (i) Payment 
 In consideration for the grant of the licence in clause 3 and the mutual promises referred to in this agreement, the Licensee must pay to the Licensor the Royalties, in accordance with,
and at the times set out in Schedule 3. 
 (ii) Reporting 

(1) At least five Business Days prior to the date for invoicing specified in Schedule 3 for the Royalties, the Licensee must
provide to the Licensor a written statement setting out all information reasonably necessary to enable the Licensor to calculate the relevant Royalties payable (including full disclosure of Net Revenue (separately identifying any Sub-licence
Revenue) received by the Licensee in the relevant period). 
 (2) Following receipt of the statement from the Licensee pursuant
to clause 4.2(a), but not before the relevant date for invoicing specified in Schedule 3, the Licensor will provide the Licensee with an invoice for the Royalties (which, in the absence of a manifest error, will be based on the
written statement provided under clause 4.2(a) and any other payments (as applicable under this agreement) which are due and payable by the Licensee to the Licensor. 
 (iii) Payment terms 
 (1) All invoices validly issued by a party to the other
party in accordance with the terms of this document must be paid within forty-five (45) days of the invoice date. 
 (2) If
the Licensee fails to pay an amount by the due date for payment, the Licensee must pay the Licensor on demand interest at the Default Rate on that amount, calculated computed on the outstanding amount from the due date until the amount is paid in
full. 
 (iv) No deduction 
 The Royalties payable must be paid clear of and without deduction for any demand, withholding, set-off, counter claim or other dispute. 

(e) Performance obligations 
 (i) General obligations 
 (1) The Licensee must: 

a) For the Term, deploy staff with relevant scientific qualifications occupying a minimum of four (4) full-time equivalent positions
to develop and Exploit the Technology; and 

  

					
	6708510/13	  	page 8	  	









 b) expend a minimum of AUD $500,000 per annum (with a target of $1.5 million per annum) on
developing, marketing and Exploiting the Technology; and 
 c) otherwise use its best endeavours to Exploit the Technology.

 (2) If the Licensee fails to meet the targeted amount of expenditure of AUD $1.5 million per annum set out in clause
5.1(a)(ii), the parties must meet within10 Business Days of the Licensor’s written request to consult on changes to the Licensee’s program for developing, marketing and Exploiting the Technology to reach that annual target and the
Licensee must comply with any commercially reasonable requests of the Licensor on any required changes (if any) to that program. 
 (ii) Compliance 
 Each party must ensure that it performs its obligations in
accordance with and otherwise complies with all Laws and any applicable permits, consents and approvals (including ethics and market regulatory approvals). 
 (iii) Compliance of Licensed Products 
 Without limiting clause 5.2,
the Licensee must: 
 (1) comply with any applicable Laws and industry standards relating to the marketing and sale of the
Licensed Products in any jurisdiction in which Licensed Products are to be used or sold; 
 (2) take all reasonable steps to
ensure that all Licensed Products are safe for their intended use; and 
 (3) obtain all required approvals or consents from all
relevant regulatory authorities required in the jurisdictions where the Licensed Products are to be used or sold. 
 (f)
Improvements 
 (1) All rights (including Intellectual Property Rights) in any Improvement made or developed by or for the
Licensee or collaboratively by the parties or any Improvement assigned to the Licensee in accordance with clause 6(b) will vest in the Licensee as soon as the Improvement comes into existence. 

(2) The Licensee must ensure that any agreement with any third party making use of any of the Technology as permitted under this document
assigns all Intellectual Property Rights in any Improvements developed by or for the third party to the Licensee as soon as they come into existence. 

  

					
	6708510/13	  	page 9	  	









 (3) The Licensee must promptly disclose in writing to the Licensor all Improvements made or
developed by or for the Licensee or collaboratively by the parties or assigned to the Licensee in accordance with clause 6(b) in sufficient detail to allow the Licensor to fully utilise the Improvement. 

(4) The Licensee hereby assigns to the Licensor all Improvements (including Intellectual Property Rights in such Improvements) as soon as
they vest in the Licensee as contemplated by this clause 6. The Licensor hereby grants to the Licensee a licence to all such Improvements on the terms of this agreement as if such Improvements formed part of the Technology licensed under clause
3. 
 (g) Reviews, records and audits 
 (i) Reports 
 The Licensee must provide the Licensor with: 

(1) an annual written report within 7 days of each anniversary of the Commencement Date; and 

(2) Quarterly written reports within 7 days of the end of each Quarter, 

in both cases, setting out (to the level of detail reasonably required by the Licensor): 

a) the development and commercialisation activities conducted by the Licensee in respect of the Technology in the previous year/ Quarter,
as applicable; 
 b) a forecast of the development and commercialisation activities to be conducted by the Licensee in the
coming year/Quarter, as applicable; 
 c) details of the activities conducted in satisfaction of the obligation in clause
5.1(a)(i) and 5.1(a)(ii); 
 d) any other details reasonably requested by the Licensor at least 30 days prior to the date the
annual or Quarterly report is due. 
 (ii) Records 
 (1) The Licensee must keep appropriate, true and accurate records (in accordance with generally accepted management accounting practices with clear audit trails) of all dealings with the Technology and
the manufacture, distribution and sale of Licensed Products (including copies of any agreements with sub-licensees). 

  

					
	6708510/13	  	page 10	  	









 (2) The Licensee must also keep proper books of account relating to: 

a) the Net Revenue (including, separately, Sub-licence Revenue) received and the Royalties payable to the Licensor under this document
sufficient to enable the amounts due to the Licensor to be conveniently ascertained and audited; and 
 b) the expenditure
required by clause 5.1(a)(i). 
 (3) The Licensee must obtain written undertakings from its sub-licensees to keep true
and accurate records and proper books of account in relation to their dealings with the Technology and their manufacture, distribution and sale of Licensed Products (including Sub-licence Revenue payable to the Licensee) and provide the Licensee
with complete copies of such records and accounts. 
 (4) Upon being provided six weeks’ prior written notice, the Licensee
must allow the Licensor access to all relevant facilities, premises, records, electronic files, books of account and documents in order for the Licensor to inspect them. 
 (iii) Audit Rights 
 (1) The Licensee must permit audits to be conducted annually
in relation to its compliance with the terms of this document in accordance with this clause 7.3. 
 (2) The
Licensee must allow the Licensor, and its independent auditors (provided that such auditors agree to be bound by confidentiality obligations equivalent to those set out in clause 10), access to all relevant facilities, premises, records,
electronic files, books of account and documents relating to the use of the Technology and manufacture and sale of Licensed Products and provide those persons with all reasonable assistance to carry out such an audit. 

(3) The Licensor must provide the Licensee with six weeks’ prior written notice before conducting any audit in accordance with this
clause 7.3. 
 (4) The Licensor must comply, and ensure that its independent auditors comply, with the
Licensee’s security, health, safety and IT policies when conducting an audit at the Licensee’s premises. 
 (5) In the
event of an audit conducted under this clause disclosing an underpayment of any Royalties by the Licensee under this Agreement, the Licensee must: 

  

					
	6708510/13	  	page 11	  	









 a) pay to the Licensor the amount underpaid (including any interest that has accrued
pursuant to clause 4.3(b)); and 
 b) reimburse the Licensor for the cost of the audit if the underpayment of the
Royalties is 10% or more, 
 within 30 days of notice from the Licensor requiring payment. The rights granted under this clause
are without prejudice to any other rights available to the Licensor. 
 (h) Infringement proceedings 

(i) Notice of infringement 
 The Licensee must give the Licensor prompt notice of: 
  

	 	(a)	any infringement or suspected infringement of the Technology by a third party; 


 

	 	(b)	any allegation that the Technology infringes a third party’s Intellectual Property Rights (including moral rights); 


 

	 	(c)	any allegation or challenge to the validity or ownership of any of the Patents or Patent Applications, 


which comes to the Licensee’s attention. 
 (ii) Conduct of actions 
 (1) The parties must confer as to what steps, if any,
are to be taken against any person infringing the Technology or any claims by a third party that the Technology or the Licensee’s use of the Technology in accordance with this Agreement infringes a third party’s rights (including
Intellectual Property Rights). 
 (2) The Licensor, after consultation with the Licensee, will determine whether or not to take
any action (and if so, what action to take) in relation to the infringement of any of the Technology or in order to defend the validity of the Technology but is not obliged to take any action. 

(3) Where any action is taken by the Licensor pursuant to clause 8.2: 

a) the Licensee must co-operate fully with the Licensor and its legal advisors to provide all information reasonably requested or
required by the Licensor in relation to the action; and 
 b) unless otherwise agreed by the parties in writing: 

  

					
	6708510/13	  	page 12	  	









 i) all legal costs and expenses will be paid for by the Licensor; and 

ii) any settlement monies, damages or account of profits awarded or obtained in respect of the action will be retained by the Licensor.

 (4) Where the Licensor elects not to take infringement action or to defend an infringement claim, as applicable, it must
notify the Licensee of that decision in writing. After that, the Licensee has the right to take action in relation to the infringement of any of the Technology or in order to defend the validity of the Technology but is not obliged to take any
action. Where such action is taken, unless the parties otherwise agree in writing: 
 a) all legal costs and expenses will be
paid for by the Licensee; and 
 b) any settlement monies, damages or account of profits awarded or obtained in respect of the
action will be retained by the Licensee, subject to the payment of a Royalty to the Licensor on the proceeds of the litigation or settlement as if those proceeds were Net Revenue received from Exploitation of the Technology. 

(iii) Challenge to patent rights 
 (1) The Licensee acknowledges and agrees that it has satisfied itself of: 
 a) the
validity and enforceability of the Patents and Patent Applications; and 
 b) the ownership of the Patents and Patent
Applications by the Licensor. 
 (2) If a challenge is lawfully made or proposed to be made against the validity and/or
enforceability of any of the Patents and Patent Applications: 
 a) the Licensee must give the Licensor at least 90 days written
notice prior to any court proceedings being commenced in respect of the challenge and must provide detailed particulars to the Licensor of the basis and reasons for the challenge; 

b) the Licensor may immediately terminate part or all of this agreement (including any licence of the Patents and Patent Applications) by
notice to the Licensee; 

  

					
	6708510/13	  	page 13	  	









 c) the right of the Licensee to use any of the Confidential Information of the Licensor
ends; 
 d) where the Licensor does not elect to terminate this agreement under clause 8.3(b)(ii), the Licensee must
continue paying the Royalties that would, if the challenge had not been made, be payable by the Licensee under this agreement until such time as the challenge has been determined by a court of final appeal; and 

e) the Licensee indemnifies the Licensor for all costs and expenses of the Licensor in defending against the challenge (including legal
costs on a solicitor and own client basis). 
 (3) In this clause 8.3, “challenge” means any allegation or
claim (including any patent opposition proceedings, patent revocation proceedings, declaratory judgement proceedings or re-examination proceedings) that is brought directly or indirectly: 

a) by the Licensee; 
 b) by a third party that the Licensee has procured to bring the allegation or claim; or 
 c) by a third party with the encouragement, assistance or any other involvement of the Licensee. 
 (i) Patent management and costs 
 (1) The Licensor requires the Licensee to file,
prosecute and maintain the Patents and Patent Applications in the name of the Licensor at the Licensee’s cost and in accordance with this clause 9. 
 (2) The Licensee must ensure that the Licensor is: 
 a) kept up to date in a
timely manner on the progress of the Patent Applications and any material patent office correspondence the Licensee receives; and 
 b) copied on all material Patent and Patent Application correspondence with the patent attorneys of record. 
 (3) The Licensee will promptly make decisions relating to the prosecution and maintenance of the Patents and Patent Applications and will, if required by the Licensor in writing, meet to discuss and
decide on a commercially reasonable prosecution and maintenance strategy. 

  

					
	6708510/13	  	page 14	  	









 (4) If the Licensee forms the view that a Patent or Patent Application should be abandoned,
it must notify the Licensor in writing prior to any abandonment and at least 60 days prior to when that Patent or Patent Application will lapse. In such event, the Licensor will be free to prosecute and maintain that Patent or Patent Application at
its own cost and the technology the subject of such Patent or Patent Application will (from the date of the Licensee’s notification under this clause) cease to form part of the Technology. 

(5) The parties must provide each other, and the patent attorneys on record, with all assistance reasonably requested relating to the
prosecution and maintenance of the Patents and Patent Applications. 
 (j) Confidential Information 

(i) Obligations 

The Recipient must: 
 (1) keep all Confidential Information of the Discloser confidential; 
 (2) use the
Discloser’s Confidential Information only as reasonably required to perform its obligations or to exercise its rights under this document; and 
 (3) not disclose or allow to be disclosed any Confidential Information of the Discloser to any person except in accordance with clause 10.2(a). 

(ii) Exceptions 

(1) Clause 10.1 does not prevent the disclosure of Confidential Information by the Recipient: 

a) to its Personnel who need access to that Confidential Information to allow the Recipient to perform its obligations or to exercise its
rights under this document, provided that those persons agree to keep the Confidential Information confidential on terms equivalent to those in this document; 
 b) where required by Law, or by a court, government agency, stock exchange or other regulatory body if the requirement is legally enforceable; or 

c) with the Discloser’s prior written consent. 

  

					
	6708510/13	  	page 15	  	









 (2) A Recipient disclosing or allowing to be disclosed Confidential Information under
clause 10.2(a)(ii) must: 
 a) promptly give notice to the Discloser and provide all reasonable assistance to enable
the Discloser to intervene in any process by which disclosure may be compelled; 
 b) disclose no more Confidential Information
than is strictly required; and 
 c) do whatever it reasonably can to ensure that the disclosed Confidential Information is
treated confidentially. 
 (3) The Recipient remains responsible to the Discloser for any use or misuse of any Confidential
Information by any person it has disclosed it to pursuant to clause 10.2(a)(i). 
 (k) Use of names and logos

 (i) General 
 (1) Except to the extent permitted by this clause 11, neither party will, without the prior written consent of the other party: 

a) use in advertising or promotional materials, publicly or otherwise, any trade name, company name, trade mark, device or symbol owned
by the other party, or any misleadingly or confusingly similar thing; or 
 b) represent, either directly or indirectly, that:

 i) any product or service of the other party is a product or service of the representing party; or 

ii) any product or service provided by the representing party is a product or service of the other party or has the other party’s
approval or endorsement. 
 (ii) Licence and ownership of Trade Marks 

(1) The Licensor grants to the Licensee an exclusive, royalty-free, non-transferable licence to use and to sub-licence to sub-licensees
of the Technology the Trade Marks within the Territory, during the Term for the purposes of the Exploitation of the Technology in clause 3 and its obligations in clause 5.1(a)(iii). 

(2) The Licensor will at all times own the Trade Marks and all rights in them. All goodwill accruing in the Trade Marks will accrue to
the Licensor (and to the extent any goodwill or other rights in or in connection with the Trade Marks may accrue to the Licensee, the Licensee assigns those things, effective immediately upon their creation, to the Licensor). 

  

					
	6708510/13	  	page 16	  	









 (iii) Limitation on use 

(1) The Licensee must use the Trade Marks as contemplated by and for the purpose in clause 11.2(a) and only: 

a) in the manner permitted by this document; 
 b) in accordance with any directions given to the Licensee by the Licensor from time to time; and 
 c) in accordance with any applicable law or consumer product standards. 
 (2) The
Licensor may provide the Licensee from time to time with reasonable guidelines as to how it wishes the Trade Marks to be used, and the Licensee must comply with those guidelines. 

(3) The Licensee shall ensure that any sub-licence of the Trade Marks will include terms to the effect of clauses 11.2(b) (in
favour of he Licensor) and 11.3(a). 
 (iv) Renewal and maintenance of Trade Marks 

The Licensee must renew and maintain the Trade Marks in the name of the Licensor at the Licensee’s cost. 

(l) Warranties 

(i) Mutual warranties 
 Each party represents and warrants to the other party that: 
 (1) it has the
unconditional capacity and authority to execute this document; 
 (2) this document constitutes its valid and legally binding
obligations and is enforceable against it by the other party in accordance with its terms. 
 (ii) No warranties by Licensor

 The Licensee acknowledges and agrees that: 
 (1) except as expressly set out in this document, the Licensor has not made, and does not by entering into this document make, any representation or warranty, express or implied, that the Technology or
that the molecules listed in Schedule 2 do not infringe any third party's Intellectual Property Rights or breach any Law and the Licensee exploits the Technology and the molecules at its own risk; 

  

					
	6708510/13	  	page 17	  	









 (2) the Licensor does not make and has not made any representation or warranty in relation
to whether any Patent Application will be granted or granted with the claims sought; and 
 (3) to the full extent permitted by
Law, the Licensor has not made and excludes all warranties, guarantees, terms and conditions, whether implied, written or oral, statutory or otherwise in relation to the Technology, the molecules listed in Schedule 2, Licensed Products or any other
matter, including as to suitability or safety of the Technology, the molecules or the Licensed Products for use by third parties. 
 (m) Public statements 
 (i) Consent to publicity 

Except where required by Law (or by a court, government agency, stock exchange or other regulatory body if the requirement is legally
enforceable), neither party will advertise or publish any information or make any public announcement or statement related to this document without the prior written consent of the other party, which consent must not be unreasonably withheld.

 (n) Liability 
 (i) Limitation of liability 
 (1) All express and implied terms, conditions,
guarantees and warranties which otherwise might apply to, or arise out of, this document are excluded other than: 
 a) as
provided in this document; and 
 b) terms, conditions, guarantees and warranties which cannot lawfully be excluded or modified
by agreement including those under the Competition and Consumer Act 2010 (Cth) and corresponding provisions of state legislation. 
 (2) If a party is liable for a breach of a term, condition, guarantee or warranty described in clause 14.1(a)(ii), the party’s liability is, to the fullest extent permitted by Law,
limited to any one or more of the following as the party determines in the party’s absolute discretion: 
 a) in relation
to goods, replacing or repairing the goods, or paying for the costs of replacing or repairing the goods; and 
 b) in relation
to services, the re-supply of the services or payment of the cost of having the services re-supplied. 
 (ii) Contribution


  

					
	6708510/13	  	page 18	  	









 A party’s liability to the other party in relation to this document will be
proportionately reduced to the extent that the other party contributed to the liability. 
 (iii) Indemnity 

The Licensee releases the Licensor from and indemnifies the Licensor against all losses, damages, costs and expenses (including legal
costs on a full indemnity basis) that the Licensee may sustain or incur in connection with: 
 (1) the use or Exploitation of
the Technology by or on behalf of the Licensee or any sub-licensee of the Licensee; 
 (2) any inability of the Licensee to
Exploit the Technology; and 
 (3) any damage, loss, death or injury caused by any Licensed Products. 

(o) GST 
 (i)
Construction 
 In this clause 15: 
 (1) words and expressions which are not defined in this document but which have a defined meaning in GST Law have the same meaning as in the GST Law; 

(2) GST Law has the same meaning given to that expression in the A New Tax System (Goods and Services Tax) Act 1999; and

 (3) references to GST payable and input tax credit entitlement include GST payable by, and the input tax credit entitlement
of, the representative member for a GST group of which the entity is a member. 
 (ii) Consideration GST exclusive 

Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this document are exclusive of
GST. 
 (iii) Payment of GST 
 If GST is payable on any supply made by a party (or any entity through which that party acts) (Supplier) under or in connection with this document, the recipient will pay to the Supplier an amount
equal to the GST payable on the supply. 
 (iv) Timing of GST payment 

  

					
	6708510/13	  	page 19	  	









 The recipient will pay the amount referred to in clause 15.3 in addition to and at
the same time that the consideration for the supply is to be provided under this document. 
 (v) 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 15.3. The recipient can withhold payment of the amount until the Supplier provides a tax invoice or an adjustment note, as appropriate. 
 (vi) Adjustment event 
 If an adjustment event arises in respect of a taxable
supply made by a Supplier under this document, the amount payable by the recipient under clause 15.3 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. 
 (vii) Reimbursements 
 Where a party is required under this document 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: 

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

(viii) No Merger 

This clause 15 does not merge in the completion or termination of this document or on the transfer of the property supplied under
this document. 
 (p) Changes in Tax laws 
 (1) If, as a result of any change in a law relating to Tax, the amount receivable by the Licensor in respect of any Royalties or other amount payable by the Licensee under this document would be reduced
the Licensor may, subject to clause 16(b), increase the fees, Royalties or other amount payable by the Licensee so as to ensure that the amount receivable by the Licensor is restored to the amount it would have been but for the change in
the relevant Tax law. 
 (2) The Licensor must give the Licensee not less than 30 days notice prior to the date on which the
increase in any fees, Royalties or other amount will take effect. 

  

					
	6708510/13	  	page 20	  	









 (q) Termination 
 (i) Grounds for termination 
  

	 	(a)	The Licensee may immediately terminate this document by written notice to the Licensor if an Insolvency Event occurs in relation to the Licensor.


  

	 	(b)	The Licensor may immediately terminate this document by written notice to the Licensee if 


a) an Insolvency Event occurs in relation to the Licensee; or 
 b) The Licensor forms the view on appropriate legal advice that it is prevented from continuing to license any aspect of the Technology to the Licensee due to a third party claim of intellectual property
infringement. (Before exercising this right the Licensor will: 
 i) investigate whether it is possible to negotiate a
commercially acceptable licence from the third party that would allow a continuation of this agreement; and, if so: 
 ii) seek
to reach an agreement with the Licensee in respect of any changes the Licensor considers necessary to the terms of this agreement in order to address the financial and other consequences of the licence available from the third party). 

 

	 	(c)	Subject to clause 17.1(b), a party (Terminating Party) may immediately terminate this document by written notice to the other party (Defaulting
Party) if: 

  

	 	(i)	the Defaulting Party does not pay any money due for payment under this document on the due date and the Defaulting Party does not pay that money within a further period
of 20 Business Days after the Terminating Party provides written notice to the Defaulting Party requiring payment; 

 c) the Defaulting Party is in material breach of this document and such material breach is not capable of remedy; 
 d) the Defaulting Party is in breach of this document and in the case of a breach which is capable of remedy, does not remedy that breach within 20 Business Days after the Terminating Party provides
written notice to the Defaulting Party requiring the default to be remedied. 

  

					
	6708510/13	  	page 21	  	









 (ii) Amendment to definitions of “Patent” and “Territory” 

(1) If any of the Patents is revoked or expires or any Patent Application is not granted (and if the refusal to grant is appealed, when
that appeal is unsuccessful) for any reason, then immediately upon the occurrence of that event: 
 a) the licence of that
Patent or Patent Application under this document is terminated; and 
 b) the list of Patents and Patent Applications in
Schedule 2 is deemed to be amended so as to exclude the relevant Patent or Patent Application. 
 (2) Subject to
clause 17.2(a), this Agreement and the licences granted under it shall otherwise continue unaffected by the revocation or expiry of the relevant Patent or the refusal to grant the relevant Patent Application. 

(iii) Consequences of termination or expiry 
 (1) Upon termination of this document: 
 a) subject to clause 17.4,
the rights granted to the Licensee in relation to the Technology immediately cease; 
 b) the right of each party to use
Confidential Information of the other party ceases and each party must promptly at the other party’s request and option: 

i) return the other party’s Confidential Information to it; or 

ii) destroy and certify in writing the destruction of the other party’s Confidential Information; and 

c) all Royalties payable by the Licensee in respect of the period prior to termination which have not yet been paid shall due and payable
within 20 Business Days of the date of termination. 
 (2) Any accrued rights or remedies of each party will not be affected by
the expiry or termination of this document. 
 (iv) Sell-down period 

(1) The Licensee will for a period of six months from the termination or expiry of this document have the right to: 

  

					
	6708510/13	  	page 22	  	









 a) complete the sale or supply of the Licensed Products to any of its customers in respect
of which the Licensee has binding obligations or valid purchase orders existing as at the date of expiry or termination of this document; and 
 b) sell any other stock of the Licensed Products as it will have in stock at the date of termination of this document. 
 (2) Any transactions permitted under clause 17.4(a) will not be construed as a renewal of this document nor as a waiver of termination and all such transactions and the use of the Technology
by the Licensee in connection with such transactions will be governed by terms identical to this document (with appropriate changes made). 
 (r) Dispute resolution 
 (i) Negotiations in good faith 

The parties must attempt to resolve any dispute which arises between them under or in relation to this document (a Dispute) first
by negotiation in good faith between senior representatives of the parties. A Dispute includes a dispute in relation to a party’s right to terminate this document. 
 (ii) Mediation 
 (1) If the parties cannot reach a resolution to a Dispute under
clause 18.1 within 20 Business Days (or such longer period as the parties may agree) from the date that one party notifies the other in writing that a Dispute exists and identifying the nature of the Dispute, the parties shall
endeavour in good faith to settle the Dispute by mediation administered by the Australian Commercial Disputes Centre (ACDC). The mediation will be held in Brisbane unless agreed otherwise by the parties. 

(2) The mediation will be conducted in accordance with the ACDC Guidelines for Commercial Mediation, which set out the procedures to be
adopted, the process of selection of the mediator and the costs involved and the terms of those Guidelines are incorporated in this Agreement. 
 (iii) Expert Determination 
 (1) If the parties cannot reach a resolution to a
Dispute under clause 18.2 within 20 Business Days (or such longer period as the parties may agree) from the date that the Dispute is referred to mediation, the Dispute must be referred to expert determination in Brisbane
administered by the ACDC. 
 (2) The person appointed as expert shall be chosen by the parties or, if the parties cannot agree
as to whom to appoint as an expert, the expert will be appointed by the President of the Law Society of Queensland or his/her nominee. 

  

					
	6708510/13	  	page 23	  	










	 	(d)	The expert determination will be conducted in accordance with the ACDC Rules for Expert Determination (Rules) in force at the date of this document. The Rules
set out the procedures to be adopted, the process of selection of the expert and the costs involved, including the parties’ respective responsibilities for the payment of the expert’s costs and other costs of the expert determination.
Annexed at schedule 1 of the Rules is the ACDC Expert Appointment Agreement. The Rules, including the ACDC Expert Appointment Agreement, are incorporated in this document. 


 

	 	(e)	The expert determination will be final and binding on the parties. 

 (iv) Urgent relief 
 At any time, a party may, without inconsistency with this
clause 18, seek urgent interlocutory relief in respect of the Dispute from any court having jurisdiction. 
 (v)
Confidentiality 
 The parties will keep confidential unless otherwise required by law or at the discretion of a court of
competent jurisdiction, all information relating to the subject matter of the Dispute disclosed during or for the purposes of dispute resolution under the procedures set out in this clause. 

(vi) Continuing rights and obligations 
 Despite the existence of a Dispute, both parties must continue to perform their obligations and may continue to exercise their rights under this Agreement unless they agree otherwise. 

(s) Insurance 

(i) Obligations of parties to maintain insurance 
 Unless otherwise agreed, the Licensee must from a date no later than six months after the Commencement Date, maintain those insurances set out in Schedule 1. 

(ii) Coverage 

The insurance policies to be effected under clause 19.1 must: 

(1) be effected with a sound and reputable insurer; and 
 (2) be maintained at all times during the Term and, in the case of insurance policies where claims must be made during the currency of the policy, for seven years subsequently. 

(iii) Evidence of Insurance 

  

					
	6708510/13	  	page 24	  	









 (1) The Licensee must promptly upon request provide the Licensor with evidence that it has
taken out all of the insurances described in clause 19.1 and that the insurances are current. 
 (2) The Licensee
must notify the Licensor immediately of any material change to, or non-renewal or cancellation of, any of the insurance policies it is required to hold. 
 (t) Force Majeure 
 (1) Delay in or failure of performance by a party (other than
the payment of money) does not constitute a breach of this document by that party if and to the extent that the delay or failure is caused by Force Majeure, provided the party claiming Force Majeure: 

a) gives notice to the other party within two days of the occurrence of the Force Majeure providing details of the Force Majeure and its
anticipated duration and effect; and 
 b) uses its best endeavours to resume fulfilling its obligations as promptly as possible
and gives written notice to the other party within two days of the cessation of the Force Majeure. 
 (2) If a delay caused by
Force Majeure continues for more than 180 days, either party may terminate this document by giving 20 days written notice to the other party. 
 (u) Notices 
 (i) General 

A notice, demand, certification, process or other communication relating to this document must be in writing in English and may be given
by an agent of the sender. 
 (ii) How to give a communication 

In addition to any other lawful means, a communication may be given by being: 

(1) personally delivered; 
 (2) left at the party’s current address for notices; 
 (3)
sent to the party’s current address for notices by pre-paid ordinary mail or, if the address is outside Australia, by pre-paid airmail; or 

  

					
	6708510/13	  	page 25	  	









 (4) sent by fax to the party’s current fax number for notices.

 (iii) Particulars for delivery of notices 
 (1) The particulars for delivery of notices are initially as set out in Schedule 1. 
 (2) Each party may change its particulars for delivery of notices by notice to the other party. 
 (iv) Communications by post 
 Subject to clause 21.6, a communication
is given if posted: 
 (1) within Australia to an Australian address, three Business Days after posting; or

 (2) in any other case, ten Business Days after posting. 

(v) Communications by fax 
 Subject to clause 21.6, a communication is given if sent by fax, when the sender’s fax machine produces a report that the fax was sent in full to the addressee. That report is conclusive
evidence that the addressee received the fax in full at the time indicated on that report. 
 (vi) After hours communications

 If a communication is given: 
 (1) after 5.00 pm in the place of receipt; or 
 (2) on a day
which is a Saturday, Sunday or bank or public holiday in the place of receipt, 
 it is taken as having been given at
9.00 am on the next day which is not a Saturday, Sunday or bank or public holiday in that place. 
 (vii) Process service

 Any process or other document relating to litigation, administrative or arbitral proceedings relating to this document may be
served by any method contemplated by this clause 21 or in accordance with any applicable Law. 
 (v) General


  

					
	6708510/13	  	page 26	  	









 (i) Duty 
 (1) As between the parties, the Licensee is liable for and must pay all duty (including any fine, interest or penalty except where it arises from default by the Licensor) on or relating to this document,
any document executed under it or any dutiable transaction evidenced or effected by it. 
 (2) If the Licensor pays any duty
(including any fine, interest or penalty) on or relating to this document, any document executed under it or any dutiable transaction evidenced or effected by it, the Licensee must pay that amount to the Licensor on demand. 

(ii) Legal costs 
 (iii) The Licensor agrees to pay the Licensees reasonable legal fees associated with the review and negotiation of this agreement. 

(iv) Amendment 

This document may only be varied or replaced by a document executed by the parties. 

(v) Waiver and exercise of rights 
 (1) A single or partial exercise or waiver by a party of a right relating to this document does not prevent any other exercise of that right or the exercise of any other right. 

(2) A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver,
exercise, attempted exercise, failure to exercise or delay in the exercise of a right. 
 (vi) Rights cumulative 

Except as expressly stated otherwise in this document, the rights of a party under this document are cumulative and are in addition to any
other rights of that party. 
 (vii) Consents 
 Except as expressly stated otherwise in this document, a party may conditionally or unconditionally give or withhold any consent to be given under this document and is not obliged to give its reasons for
doing so. 
 (viii) Further steps 
 Each party must promptly do whatever the other party reasonably requires of it to give effect to this document and to perform its obligations under it. 

  

					
	6708510/13	  	page 27	  	









 (ix) Governing law and jurisdiction 

(1) This document is governed by and is to be construed in accordance with the laws applicable in Queensland, Australia.

 (2) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts
exercising jurisdiction in Queensland, Australia and any courts which have jurisdiction to hear appeals from any of those courts and waives any right to object to any proceedings being brought in those courts. 

(x) Assignment and other dealings 
 Subject to the right of sub-licensing in accordance with this agreement, the Licensee must not assign, novate, encumber or otherwise deal with any right or obligation under this document without the prior
written consent of the Licensor. Any purported dealing in breach of this clause is of no effect. 
 (xi) Severability

  

	 	(a)	Subject to clause 22.11(b), if a provision of this document is illegal or unenforceable in any relevant jurisdiction, it may be severed for the purposes of
that jurisdiction without affecting the enforceability of the other provisions of this document. 

  

	 	(b)	Clause 22.11(a) does not apply if severing the provision: 

 (i) materially alters the: 
 (A) scope and nature of this document; or 

(B) the relative commercial or financial positions of the parties; or 

(ii) would be contrary to public policy. 
 (xii) Liability 
 An obligation of two or more persons binds them separately and
together. 
 (xiii) Counterparts 
 This document may consist of a number of counterparts and, if so, the counterparts taken together constitute one document. 
 (xiv) Entire understanding 
 (1) This document contains the entire
understanding between the parties as to the subject matter of this document. 

  

					
	6708510/13	  	page 28	  	









 (2) All previous negotiations, understandings, representations, warranties,
memoranda or commitments concerning the subject matter of this document are merged in and superseded by this document and are of no effect. Neither party is liable to the other party in respect of those matters. 

(3) No oral explanation or information provided by either party to the other: 

a) affects the meaning or interpretation of this document; or 

b) constitutes any collateral agreement, warranty or understanding between the parties. 

(xv) Relationship of parties 
 This document is not intended to create a partnership, joint venture or agency relationship between the parties. 
 (xvi) Effect of execution 
 This document is not binding on either party unless it
or a counterpart has been duly executed by each person named as a party to this document. 
 (xvii) Survival of obligations
after termination 
 Any terms of this document which, by their nature, are continuing will survive the termination or expiry of
this document. Without limitation, clauses 7.2, 7.3, 8.3, 9(e), 10, 11 (other than the obligation in clause 11.4), 13, 17.3, 17.4, 18, 19, 20 and 21 remain in full force and effect and survive the
expiry or termination of the agreement evidenced by this document. 

  

					
	6708510/13	  	page 29	  	









 Schedule 1 
 Details 
  

					
	 	  	 Item
	  	 Details

			
	 1.
	  	Licensor notice details	  	 Attention: Dr Tracie Ramsdale, Non-Executive Director
  

Address: 3 Hi-Tech Court, Eight Mile Plains, Brisbane Technology Park, QLD 4113

 
 Phone: (07) 3340 0200

 
 Fax: (07) 3340 0222

 
 Email: teramsdale@bigpond.com

			
	 2.
	  	Licensee notice details	  	 Attention: Mr Peter Smith, Chief Executive Officer
  

Address: 3 Hi-Tech Court, Eight Mile Plains, Brisbane Technology Park, QLD 4113

 
 Phone: (07) 3340 0200

 
 Fax: (07) 3340 0222

 
 Email: psmith@alchemia.com.au

			
	 3.
	  	Term	  	The term is from the Commencement Date until the agreement evidenced by this document is terminated.
			
	 4.
	  	Territory	  	Worldwide
			
	 5.
	  	Insurances	  	 The Licensee must maintain the following insurances:
  

1)      a policy of professional indemnity insurance with a level of cover not less
than [$5,000,000] for any one claim;
  
 2)      a policy of product liability insurance with a level of cover not less than [$5,000,000] for any one claim;



  

					
	6708510/13	  	page 30	  	









  

					
			
		  		  	 3)      a policy of public liability insurance in respect of
cover in Australia with a level of cover not less than [$5,000,000] for any one claim;
  

4)      such other compulsory insurances as are required by Law; and

 

5)      appropriate worker’s compensation and employer’s liability
insurance.



  

					
	6708510/13	  	page 31	  	









 Schedule 2 
 Technology 
 1 Patents and Patent Applications 

Patents and Patent Applications 
  

	 	•	 	 Refer to Annexure A of this Schedule 2. 


 Non-Exclusivity 
  

	 	•	 	 Pursuant to clause 3(b), the parties agree and acknowledge that the Patents set out in “Family Number 4” relating to “Protecting
Groups for Carbohydrate Synthesis” in Annexure A of this Schedule 2 are licensed to the Licensee on a non-exclusive basis. 


 2 Trade Marks 
  

							
	 Trade Mark
	  	 Classes
	  	 Trade Mark Number
	  	 Jurisdiction(s)

	 VAST
	  	40, 42	  	811297	  	Australia
				
	 VAST
	  	40, 42	  	2542237	  	USA
				
	 Chemoform
	  	1, 5, 42	  	1337455	  	Australia, Switzerland, Japan and Korea
				
	 Chemoform
	  	1, 5, 42	  	3903307	  	USA
				
	 Chemoform
	  	42	  	1337455	  	Europe and China


  

					
	6708510/13	  	page 32	  	









 Annexure A 
 Patents and Patent Applications 
  
  

																																																			
	 	  	 	 	  	Alchemia Limited - Patent
Family Summaries	  	 	 	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	  	 	 	  	 	 	  	 	  	 	 
	vast?	  	Family
Number	 	  	Title	  	PCT
Number	  	Australia	 	  	Canada	 	  	China 	 	  	USA	 
	 	  	 	 	  	 	  	 	  	Application
number	 	  	Status	  	Patent
number	 	  	Application
number	 	  	Status	 	  	Patent
number	 	  	Application
number	 	  	Status	  	Patent
number	 	  	Application
number	 	  	Status	  	Patent
number	 
	 y
	  	 	1	  	  	Oligosaccharide Synthesis	  	AU97/00544	  	 	728,149	  	  	lapsed	  	 	728,149	  	  				  				  				  				  		  				  	 	09/242,816	  	  	Patent	  	 	6,573,337	  
		  				  		  		  				  		  				  				  				  				  				  		  				  	 	10/231,909	  	  	Patent	  	 	6,723,843	  
	 y
	  	 	2	  	  	Protected Aminosugars	  	AU98/00131	  	 	730,910	  	  	lapsed	  	 	730,910	  	  				  				  				  				  		  				  	 	09/380,194	  	  	Patent	  	 	6,462,183	  
	 y
	  	 	3	  	  	Protecting and Linking Groups for Organic Synthesis	  	AU98/00808	  	 	756,536	  	  	lapsed	  	 	756,536	  	  				  				  				  				  		  				  	 	09/509,105	  	  	Patent	  	 	6,765,089	  
	 y
	  	 	4	  	  	Protecting Groups for Carbohydrate Synthesis	  	AU00/00025	  	 	771,708	  	  	lapsed	  	 	771,708	  	  	 	2,360,069	  	  	 	Patent	  	  	 	2,360,069	  	  				  		  				  	 	09/889,687	  	  	Patent	  	 	6,953,850	  
	 y
	  	 	8	  	  	Combinatorial Libraries of Monosaccharides	  	AU01/01307	  	 	2001 295,282	  	  	patent	  	 	2001 295,282	  	  				  				  				  				  		  				  	 	10/419,070	  	  	Patent	  	 	7,417,129	  
		  				  		  		  				  		  				  				  				  				  				  		  				  	 	12/184,473	  	  	Patent	  	 	8,093,227	  
	 y
	  	 	10	  	  	Delivery Systems	  	AU02/00005	  				  		  				  				  				  				  				  		  				  	 	10/676,436	  	  	Patent	  	 	7,312,194	  
	 n
	  	 	12	  	  	Synthetic Heparin Pentasaccharides	  	AU02/01228	  	 	2002 331,426	  	  	patent	  	 	2002 331,426	  	  	 	2,459,562	  	  	 	Application	  	  	 	2,459,562	  	  	 	02821855.8	  	  		  	 	02821855.8	  	  	 	10/488,677	  	  	Patent	  	 	7,541,445	  
		  				  		  		  	 	2007 203,325	  	  	patent	  	 	2007 203,325	  	  				  				  				  				  		  				  	 	12/354,643	  	  	Patent	  	 	8,114,970	  
		  				  		  		  	 	2008 200,616	  	  	patent	  	 	2008 200,616	  	  				  				  				  				  		  				  	 	13/326147	  	  	Application	  			
		  				  		  		  	 	2008 200,567	  	  	patent	  	 	2008 200,567	  	  				  				  				  				  		  				  	 	13/326060	  	  	Application	  			
	 y
	  	 	13	  	  	Anomeric Derivatives	  	AU03/00384	  	 	2003 215,422	  	  	patent	  	 	2003 215,422	  	  	 	2,480,578	  	  	 	Application	  	  	 	2,480,578	  	  	 	03807375.7	  	  		  	 	03807375.7	  	  	 	10/509,092	  	  	Patent	  	 	7,737,287	* 
		  				  		  		  	 	2007 203,109	  	  	patent	  	 	2007 203,109	  	  				  				  				  				  		  				  				  		  			
	 y
	  	 	14	  	  	Disaccharides for Drug Discovery	  	AU03/00494	  	 	2003 218,916	  	  	patent	  	 	2003 218,916	  	  	 	2,483,622	  	  	 	Patent	  	  	 	2,483,622	  	  				  		  				  	 	10/513,286	  	  	Patent	  	 	7,875,707	  
		  				  		  		  				  		  				  				  				  				  				  		  				  	 	12/926913	  	  	Application	  			
	 y
	  	 	17	  	  	Derivatives of Monosaccharides	  	AU03/01008	  	 	2003 250,581	  	  	patent	  	 	2003 250,581	  	  	 	2,494,677	  	  	 	Application	  	  	 	2,494,677	  	  	 	03819171.7	  	  		  	 	03819171.7	  	  	 	10/524048	  	  	Patent	  	 	#	  
	 y
	  	 	18	  	  	Compounds that interact with Kinases	  	AU03/01146	  	 	2003 257,259	  	  	patent	  	 	2003 257,259	  	  				  				  				  	 	03821011.8	  	  		  	 	03821011.8	  	  				  	Patent	  	 	7,291,623	  
		  				  		  		  				  		  				  				  				  				  				  		  				  	 	11/902183	  	  	Application	  			
	 y
	  	 	19	  	  	Classes of compounds that interact with GPCR’s	  	AU03/01347	  	 	2003 266,858	  	  	patent	  	 	2003 266,858	  	  	 	2,499,677	  	  	 	Application	  	  	 	2,499,677	  	  	 	0380101113.0	  	  		  	 	0380101113.0	  	  	 	10/530,851	  	  	Patent	  	 	7,994,140	* 
	 y
	  	 	20	  	  	Carbohydrate based antibacterials	  	AU03/01377	  	 	2003 266,863	  	  	patent	  	 	2003 266,863	  	  	 	2,501,538	  	  	 	Application	  	  	 	2,501,538	  	  				  		  				  	 	10/531,303	  	  	Patent	  	 	7,700,577	  
	 y
	  	 	21	  	  	Compounds that interact with integrin receptors	  	AU06/00129	  	 	2006 209,794	  	  	patent	  	 	2006 209,794	  	  	 	2,593,749	  	  	 	Application	  	  	 	2,593,749	  	  	 	0680003935.9	  	  		  	 	0680003935.9	  	  				  		  			
	 y
	  	 	22	  	  	Methods of inhibiting blood vessel growth	  	AU05/00506	  	 	2005 230,207	  	  	patent	  	 	2005 230,207	  	  	 	2,562,954	  	  	 	Application	  	  	 	2,562,954	  	  				  		  				  				  		  			
	 y
	  	 	23	  	  	Selective Inhibitors	  	AU05/01510	  	 	2005 291,833	  	  	lapsed	  	 	2005 291,833	  	  	 	2,579,678	  	  	 	Application	  	  	 	2,579,678	  	  				  		  				  				  		  			
	 y
	  	 	24	  	  	Method of drug design	  	AU06/01431	  	 	2006 299,733	  	  	patent	  	 	2006 299,733	  	  	 	2,619,457	  	  	 	Application	  	  	 	2,619,457	  	  	 	0680036720.7	  	  		  	 	0680036720.7	  	  	 	12/063920	  	  	Application	  			
	 y
	  	 	25	  	  	Antibacterial Agents	  	AU06/01939	  	 	2006 326,936	  	  	application	  	 	2006 326,936	  	  				  				  				  				  		  				  	 	12/096,771	  	  	Patent	  	 	7,989,422	  
		  				  		  		  				  		  				  	 	Agent: Ridout & Maybee	  	  	 	Agent: NTD	  	  		  				  	 	Agents:	  	  	Nixon & Vanderhyde	  
		  				  		  		  				  		  				  				  				  				  				  		  				  				  	Morrison & Foerster	  
		  				  		  		  				  		  				  				  				  				  				  		  				  	 	*Published	  			
		  				  		  		  				  		  				  				  				  				  				  		  				  	 	# notice of allowance mailed	  


  

					
	6708510/13	  	page 33	  	









  

																																					
	 	  	 	 	  	Alchemia Limited - Patent
Family Summaries	  	 	 	  	 	 	  	 	  	 	 	  	 	  	 	 	  	 	  	 	  	 	 
	vast?	  	Family
Number	 	  	Title	  	PCT
Number	  	Europe	  	Japan	 	  	India	 
	 	  	 	 	  	 	  	 	  	Application
number	 	  	Status	 	  	Patent
number	  	Application
number	 	  	Status	  	Patent
number	 	  	Application
number	  	Status	  	Patent
number	 
	 y
	  	 	1	  	  	Oligosaccharide Synthesis	  	AU97/00544	  				  				  		  				  		  				  		  		  			
	 y
	  	 	2	  	  	Protected Aminosugars	  	AU98/00131	  				  				  		  				  		  				  		  		  			
	 y
	  	 	3	  	  	Protecting and Linking Groups for Organic Synthesis	  	AU98/00808	  				  				  		  				  		  				  		  		  			
	 y
	  	 	4	  	  	Protecting Groups for Carbohydrate Synthesis	  	AU00/00025	  				  				  		  				  		  				  		  		  			
	 y
	  	 	8	  	  	Combinatorial Libraries of Monosaccharides	  	AU01/01307	  	 	01975871.3	  	  	 	Application	  	  		  				  		  				  		  		  			
	 y
	  	 	10	  	  	Delivery Systems	  	AU02/00005	  				  				  		  				  		  				  		  		  			
	 n
	  	 	12	  	  	Synthetic Heparin Pentasaccharides	  	AU02/01228	  	 	2766941.5	  	  	 	Application	  	  		  	 	2003-526933	  	  	Patent	  	 	4688414	  	  		  		  			
	 y
	  	 	13	  	  	Anomeric Derivatives	  	AU03/00384	  	 	03745223.2	  	  	 	Application	  	  		  	 	2003-580313	  	  	Patent	  	 	4610197	  	  		  		  			
	 y
	  	 	14	  	  	Disaccharides for Drug Discovery	  	AU03/00494	  	 	03714557.0	  	  	 	Application	  	  		  				  		  				  		  		  			
	 y
	  	 	17	  	  	Derivatives of Monosaccharides	  	AU03/01008	  	 	03 783 843.0	  	  	 	Application	  	  		  				  		  				  	150/KOLNP/
05	  	Application	  			
	 y
	  	 	18	  	  	Compounds that interact with Kinases	  	AU03/01146	  	 	03 793 479.1	  	  	 	Application	  	  		  				  		  				  		  		  			
	 y
	  	 	19	  	  	Classes of compounds that interact with GPCR's	  	AU03/01347	  				  				  		  				  		  				  	858/KOLNP/
05	  	Patent	  	 	221016	  
	 y
	  	 	20	  	  	Carbohydrate based antibacterials	  	AU03/01377	  				  				  		  				  		  				  		  		  			
	 y
	  	 	21	  	  	Compounds that interact with integrin receptors	  	AU06/00129	  				  				  		  				  		  				  		  		  			
	 y
	  	 	22	  	  	Methods of inhibiting blood vessel growth	  	AU05/00506	  				  				  		  				  		  				  		  		  			
	 y
	  	 	23	  	  	Selective Inhibitors	  	AU05/01510	  				  				  		  				  		  				  	1100/KOLNP/07	  	Application	  			
	 y
	  	 	24	  	  	Method of drug design	  	AU06/01431	  	 	06 790 302.1	  	  	 	Application	  	  		  	 	2008-533820	  	  	Application	  				  	1862/DELNP/2008	  	Application	  			
	 y
	  	 	25	  	  	Antibacterial Agents	  	AU06/01939	  	 	06 828 045.2	  	  	 	Application	  	  		  				  		  				  		  		  			
		  				  		  		  	 	Agents:	  	  				  		  	 	Agents:	  	  		  				  	Agents:	  		  			
													
		  				  		  		  	 
 	Hoffman
Eitle	  
  	  				  		  	 	Saegusa	  	  		  				  	Remfry &
Sagar	  		  			


  

					
	6708510/13	  	page 34	  	









 Schedule 3 
 Royalties 
 Royalties Calculations 

 

					
	 Royalty rate
	  	 Calculation
	  	 Date for invoicing

	 5%
	  	Royalty rate multiplied by the Net Revenue received by the Licensee in a Quarter.	  	Within 45 days of the end of the relevant Quarter

 Variation to Royalty Rate 
 Given clause 17.2(a), in the event that the Technology is Exploited in a jurisdiction in which there is no licence of a Patent or Patent Application pursuant to this Agreement, the Licensee may
provide written notice to the Licensor requesting that the parties negotiate in good faith to a reduction in the level of Royalties payable in respect of Net Revenue derived from Exploitation in that jurisdiction. That request shall be treated as
notice of a dispute and managed in accordance with clause 18.1. If the amount of the reduction cannot be agreed within a reasonable period (being no more than 90 days after the Licensee seeks to commence negotiations), clauses 18.2 and
18.3 apply. 
 Foreign Currency 
 All payments by the Licensee to the Licensor must be paid in Australian dollars. If Net Revenue is received in a currency other than Australian dollars, the Royalty must be calculated based on the
exchange rate nominated by the Reserve Bank of Australia as at the date of receipt of that amount by the Licensee. 

  

					
	6708510/13	  	page 35	  	









 Executed as an agreement. 

 

					
	Executed by Alchemia Limited	  	)	  	 
		  	)	  	
		  	)	  	
	  
 /s/ Stephen Denaro
	  		  	 /s/ Tracie Ramsdale

	 Company Secretary
	  		  	Director
	  
 Stephen Denaro

Name of Company Secretary (print)
	  		  	  
 Tracie Ramsdale

Name of Director (print)

	  
 8/22/12

Date
	  		  	  
 8/22/12

Date

			
	Executed by Audeo Discovery Pty Ltd	  	)	  	 
		  	)	  	
		  	)	  	
			
	  
 /s/ Peter Smith

Company Secretary/Director
  

Peter Smith
 Name of Company Secretary/Director (print)
  
 8/22/12
 Date
	  		  	  

     
 Director
  
      
 Name of Director (print)

 
      

Date



  

					
	6708510/13	  	page 36