Exhibit 10.6


 


LEASE


 


PREMISES: Units 4 & 10

25-37 Chapman Street,

Blackburn North VIC 3130


 




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	THIS AND THE FOLLOWING PAGES FORM THE LEASE BETWEEN WATTLE LABORATORIES PTY LTD ATF THE ADVANCED CULTURE SYSTEMS UNIT TRUST ABN 12 234 517 721 AND IMMURON LTD ABN 80 063 114 045


 


Commercial Lease Agreement


 


		1.	Landlord. Wattle Laboratories Pty Ltd ABN 12 234 517 721 the registered office of which
is situated at "Lifestyle Building", Level 1, Suite 10, 248 Maroondah Highway, Chirnside Park in the State of Victoria.
The postal address is Unit 10, 25-37 Chapman Street, Blackburn North, VIC, 3130.



 


		2.	Tenant. Immuron Ltd ABN 80 063 114 045 of Unit 10, 25-37 Chapman Street, Blackburn North,
in the said State.



 


		3.	Premises. 10, 25-37 Chapman Street, Blackburn North in the said State (inclusive of car
park spaces).



 


		4.	Landlord's Installations. Includes all current services as per last inspection.



 


		5.	Term
                                         of Lease. Three (3) years commencing on Friday 1st January 2016.



 


		6.	Further Term. One (1) further term of three (3) years.



 


		6.1.	The Tenant may exercise its option to renew the lease for the Further Term by written request to
the Landlord before the final date as specified in clause 6.2.



 


		6.2.	The final date for exercising the option
under clause 6.1 is Monday 15th October 2018.



 


		6.3.	The renewed lease will be for the duration of the Further Term, and will be governed by the same
terms and conditions as this agreement unless the parties agree otherwise.



 


		6.4.	Rent payable for the Further Term will be determined by the parties prior to renewal of the lease
for the Further Term.



 


		6.5.	At least six (6) months, and no more than twelve (12) months, prior to the final date specified
in clause 6.2, the Landlord must write to the Tenant notifying it of the final date.



 


		6.6.	The Landlord does not have to comply with clause 6.5 if the Tenant exercises or purports to exercise the option
before being notified by the Landlord.



 


		7.	Permitted Use of Premises. These Premises may be used for office accommodation and warehousing
facility.



 


		8.	Rent. The rent for one year is thirty eight thousand and nine hundred and forty dollars
plus GST which includes a proportion of outgoings ($38,940 plus GST). Tenant will pay this yearly rent to the Landlord in twelve
equal payments of Three thousand two hundred and forty five dollars plus GST ($3,245 plus GST per month).



 




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		9.	Rent
Review.



		CPI Review	Annually on each anniversary date of the commencement
of this lease.



 


Further Terms


		CPI Review	Annually on each anniversary of the commencement
date of this lease



 


		10.	Repairs,
Maintenance, Fire Prevention & Requirements of Authorities.



		10.1	Subject to Clause 10.3, the tenant must:-



		10.1.1	keep the premises in the same condition as at the start of the lease, except for fair wear and
tear; and



 


		10.1.2	comply with all notices and orders affecting the premises which are issued during the term.



 


		10.2	In addition to its obligations under clause 3.1, the tenant
must -



		10.2.1	repaint or refinish all painted or finished surfaces in a workmanlike manner with as good quality materials as previously at
least once every 5 years during the term and any further term viewed as one continuous period.



 


		10.2.2	keep the premises properly cleaned and free of rubbish, keep waste in proper containers and have it removed regularly.



 


		10.2.3	immediately replace glass which becomes cracked or broken with glass of the same thickness and quality.



 


		10.2.4	immediately repair defective windows, light fittings, doors, locks and fastenings, and replace
missing or inoperative light- globes and fluorescent tubes, keys and key cards.



 


		10.2.5	maintain in working order all plumbing, drainage, gas, electric, solar and sewerage installations.



 


		10.2.6	promptly give written notice to the landlord or landlord's agent of -



		a)	damage to the premises or of any defect in the structure of, or any of the services to, the premises,



		b)	receipt of an notice or order affecting the premises,



		c)	any hazards threatening or affecting the premises, and



		d)	any hazards arising from the premises for which to landlord might be liable.



 


		10.2.7	immediately make good damage caused to adjacent property by the tenant or the tenant's agents.



 




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		10.2.8	permit the landlord, its agents or workmen to enter the premises during normal business hours, after giving reasonable notice
(except in cases or emergency)-



		a)	to inspect the premises,



		B)	to carry out repairs or agreed alterations, and



		c)	to do anything to comply with notice or orders of any relevant authority, 



bringing any
                                                                                 necessary material and equipment.


 


		10.2.9	carry out repairs within 14 days of being serviced with a written notice of any defect or lack of repair which the tenant is
obliged to make good under this lease. If the tenant does not comply with the notice, the landlord may carry out the repairs and
the tenant must repay the cost to the landlord within 7 days of a request.



 


		10.2.10	only use persons approved by the landlord to repair and maintain the premises, but, if the Act applies, only use person who
are suitable qualified.



 


		10.2.11	comply with all reasonable directions of the landlord or the insurer of the premises as to the
prevention, detection and control of fire.



 


		10.2.12	on vacating the premises, remove all signs and make good any damage caused by the installation or removal.



 


		10.2.13	take reasonable precautions to secure the premises and their contents from theft, keep all doors and windows locked when the
premises are not in use and comply with the landlord's directions for the use and return of keys or key cards.



 


		10.2.14	permit the landlord or its agent access to the premises at reasonable times by appointment to show the premises -



		a)	to valuers and to the landlord's consultants,



		b)	to prospective purchases at any time during the terms,
and



		c)	to prospective tenants within 3 months before the end of the term (unless the tenant has exercised
an option to renew this lease)



and to affix "for sale"
or "to let" signs in a way that does not unduly interfere with the permitted use.


 


		10.2.15	maintain any grounds and gardens of the premises in good condition, tidy, free from weeds and well-watered.



 


		10.2.16	maintain and keep in good repair any heating, cooling or air conditioning equipment exclusively serving the premises.



 




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		10.3	The tenant is not obliged -



		10.3.1	to repair damage against which the landlord must insure unless the landlord loses the benefit of the insurance because of acts
or omissions by the tenant or the tenants agent's.



 


		10.3.2	to carry our structural or capital repairs or alterations or make payments of a capital nature unless the need for them results
from -



		a)	negligence by the tenant or the tenant's agents,



		b)	failure by the tenant to perform its obligation under this lease,



		c)	then tenant's use of the premises, other than reasonable use for the permitted use, or



		d)	the nature, location or use the tenant's installation, in which case the repairs, alterations
or payments are the responsibility of the tenant.



 


		11.	Risks which the insurance policies must cover:



Fire


Flood


Lightning


Storm and Tempest


Explosion


Riot and civil commotion


Strikes


Malicious damage


Earthquake


Impact by vehicles


Impact by Aircraft and articles
dropped from them


Internal flood water


and such other risks as the Landlord reasonable requires from time-to-time.


 


		12.	Amount of Public Risk. Ten million dollars ($10,000,000) or any other amount
                                                                                      reasonable specified from time-to-time fixed by the Landlord.



 


		13.	Interest rate on overdue money. An amount which is 2% per annum more that the rate from
time-to-time fixed by the Penalty Interest Rates Act 1983 (VIC).



 


		14.	Building Outgoings which the tenant must pay or reimburse:
                                         Included in annual rental.



 


		15.	Cost to Operate Services. Included in annual rental.



 


		16.	Makegood. The Tenant will be obliged to Makegood and will leave the premises in a good and
tenantable condition subject to fair wear and tear. Any damaged caused, if fittings are removed will be made good.



 


		17.	Landlord's Obligations.



	17.1		The landlord must give the tenant quiet possession for
the premises without any interruption by the landlord or any connected with the landlord as long as the tenant does what it must
under the lease.



 




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	17.2		The landlord must take out at the start of the term and keep current policies of insurance for the risks against -



		17.2.1	damage to and destruction of the building, for its replacement value,



		17.2.2	removal of debris,



		17.2.3	breakdown of landlord's installation, and



		17.2.4	breakage of glass, for its replacement value.



 


	17.3		The landlord must give the tenant the written consent to this lease of each mortgagee whose interest would otherwise have priority
over this lease by endorsement on this lease in the terms set out following the "execution and attestation" section.



 


	17.4		The landlord must keep the structure (including the external faces and roof) to the building and
landlord's installation in a condition consistent with their condition at the start of the lease, but is not responsible for repairs
which are the responsibility of the tenant.



 


		18.	Legal Costs. Each Party to bear its own legal costs.



 


		19.	Governing Law and Arbitration. This agreement in performance hereunder shall in all respects
be governed by the laws of Victoria. Any controversy or claim arising out of or relating to this agreement or a breach hereof,
shall be settled by arbitration in Melbourne, Victoria, in accordance with the rules of the Australian Arbitration Association
or like organisation, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.



 


		20.	Notices. Unless otherwise specified in this agreement, all notices required or permitted
to be given under it shall be in writing and sent by Australia Post certified mail to the principal office of the other party indicated
in this agreement or at such other address as the parties may designate in writing.



 


		21.	Amendment. This Agreement may be modified or amended, if the amendment is made in writing
and is signed by both parties.



 


		22.	Severability. If any provision of this Agreement shall be held to be invalid or unenforceable
for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision
shall be deemed to be written, construed, and enforced as so limited.



 


		23.	WaiverOf Contractual Right. The failure of either
party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Agreement.



 


		24.	No Representation. Neither party has made any representations nor promises, other than those
contained in this agreement or in some further writing signed by the party making the representation or promise.



 




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		25.	Interpretation. This Agreement will in all events be construed as a whole, according to
its fair meaning, and not strictly for or against a party merely because that party (or the party’s legal counsel) drafted the
Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend,
or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack
of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including
without limitation.



 


		26.	Advice Of Legal Counsel. Each individual party to this Agreement represents and
                                                                                      warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an
                                                                                      opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party’s own judgment
                                                                                      and advice of independent legal counsel.



 


		27.	Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or
unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and
enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining
provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable
provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision,
there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable
provision as may be possible and be legal, valid and enforceable.



 


		28.	FurtherAssurances. In connection with this Agreement
and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform
any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the
transactions contemplated hereby.



 


		29.	Assignment. This Agreement may not be assigned by either party without the prior written
consent of the other.



 


		30.	Entire Agreement. This agreement supersedes and cancels any and all prior agreements between
the parties, express or implied. This instrument sets forth the entire agreement between the parties; it may not be changed, altered
or amended except in writing signed by both parties to it.



 


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IN
WITNESS WHEREOF, the parties have executed this agreement on this the 9th Day of June, 2016.


 





LANDLORD


 


WATTLE LABORATORIES PTY LTD ATF THE ADVANCED CULTURE
SYSTEMS UNIT TRUST (ABN 12 234 517 721)


 


Duly executed by:


 


	/s/ Peter Anastasiou	 	/s/ Stephen Anastasiou	 
	Name:	Peter Anastasiou	 	Name:	Stephen Anastasiou	 
	Tile:	Director	 	Title:	Director	 
	Address:	7 Rookwood Street,	 	Address:	18 County Terrace	 
	 	Balwyn North VIC 3104.	 	 	Templestowe, VIC 3106.	 


 


-  -  -  /  -  -  -


 


TENANT


 


IMMURON LIMITED (80 063 114 045)


 


Duly executed by:


 


	/s/ Roger Aston	 	/s/
    Daniel F. Pollock	 
	Name:	Roger Aston	 	Name:	Daniel Pollock	 
	Tile:	Non-Executive Chairman	 	Title:	Non-Executive Director	 


 




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