Exhibit 4.4


 


THE SYMBOL "****" DENOTES
PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. SUCH MATERIAL HAS BEEN
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


ASSET PURCHASE AGREEMENT


 


This Asset Purchase Agreement is made and
entered into as of August 11, 2010 (the "Effective Date"), by and among Giaconda Limited ABN 68 108 088
517, an Australian public limited company having its registered office at Ground Floor, 44 East Street, Five Dock, NSW 2046 Australia
(the "Seller") and RedHill Biopharma Ltd., an Israeli company, having its business address at 42 Givati Street,
Ramat-Gan 52232, Israel (the "Buyer").


 


WHEREAS, Seller owns and has been
engaged in the business of development, performing clinical trials, procuring regulatory approval and commercialization of those
products known as Myoconda, Heliconda and Picoconda; and


 


WHEREAS, Buyer wishes to acquire
from Seller, and Seller wishes to sell to Buyer the Acquired Assets (as such term is defined below); and


 


WHEREAS, the parties have entered
into a binding Term Sheet dated June 10, 2010 regarding the sale of the Acquired Assets which contemplated that the parties would
enter into a definitive comprehensive agreement (the "Term Sheet");


 


NOW, THEREFORE, for good and valuable
consideration, the sufficiency of which is hereby acknowledged, Seller and Buyer hereby agree as follows:


 


		1	Definitions



 


In this Agreement, the following
terms have the meanings specified or referred to in this Section 1 and shall be equally applicable to both singular and plural
forms.


 


“Action”
means any civil, criminal or administrative action, suit, demand, claim, charge, citation, complaint, reexamination, opposition,
interference, decree, injunction, arbitration, mediation, hearing, notice of violation, investigation, proceeding or demand letter.


 


"Acquired Assets"
has the meaning specified in Section 2.


 


“Advance”
has the meaning specified in Section 6.1.


 



    	 



    	 



    

 


"Affiliate"
when used with reference to any Person, means another Person that directly or indirectly, through one or more intermediaries, controls,
is controlled by, or is under common control with such first Person.


 


"Agreement"
means any agreement, contract, lease, license, commitment, permit, sales order, purchase order, invoice, warranty and/or other
agreement or understanding.


 


"AMTI" means
Australian Medical Therapy Investments Pty Limited (ABN 40 125 467 325) of Suite 1203, 370 Pitt Street, Sydney, New South Wales,
Australia.


 


"AMTI Asset Purchase
Agreements" means the agreement entitled "Asset Purchase Agreement" between Giaconda Limited and Australian
Medical Therapy Investments Pty Limited, dated 1 December 2009, as varied on 18 February 2010, 1 March 2010, 19 March 2010, and
15 April 2010.


 


"Ancillary Agreements"
means the Assignment of Patents in substantially the form set forth on Exhibit 1A hereto and the Assignment of Agreements
in substantially the form set forth on Exhibit 1B hereto and any other assignment document required to consummate
the transfer and assignment to Buyer of the Acquired Assets in accordance with the terms of this Agreement, all in form and substance
reasonably acceptable to Buyer.


 


"Applicable Law"
means, with respect to any Person, any domestic or foreign, federal, state or local law, case law or ruling, statute, ordinance,
rule, regulation, directive, judgment, decree or other requirement of any Governmental Authority applicable to such Person or any
of its Affiliates or any of their respective properties, assets, officers, directors, employees, consultants or agents.


 


"Approvals"
means any and all licenses, permits, approvals, consents, certificates, clearances, authorizations, licenses, license applications,
registrations and other rights, including regulatory documentation from any Governmental Authority.


 


“ASIC” means
the Australian Securities & Investments Commission.


 


"Assigned Agreements"
has the meaning specified in Section 2.3.


 


"Assumed Liabilities"
has the meaning specified in Section 3.1.


 


"ASX Listing Rules"
means the rules of the Australian Securities Exchange.


 


"Borody" means
Professor Thomas J. Borody of Ground Floor, 44 East Street, Five Dock, New South Wales, Australia 2046.


 


"Borody Agreement"
means the agreement between Borody and Buyer dated on or about the date of this agreement in form agreed between Borody and Buyer.


 



    	 



    	 



    

 


"Budget" has
the meaning specified in Section 11.19.


 


"Buy Back Option"
has the meaning specified in Section 5.2.


 


"Buy Back Price"
has the meaning specified in Section 5.2.


 


"Buyer" has
the meaning specified in the introduction to this Agreement.


 


"Buyer Protected Parties"
has the meaning specified in Section 16.1.


 


"Closing"
has the meaning specified in Section 8.


 


"Closing Date"
has the meaning specified in Section 8.


 


"Closing Payment"
has the meaning specified in Section 6.1.


 


“Combination Product”
shall mean a product which comprises (a) a Product and (b) at least one other active ingredient or medical device, which, if administered
or used independently of the Product, would have a clinical, diagnostic or therapeutic effect.


 


"Compounding Agreement"
means the agreement called "Patent Licence Agreement" between Seller and Compounding Chemist dated on or about November
2009.


 


"Compounding Chemist"
means [****]


 


"Confidential Information"
has the meaning specified in Section 14.2.


 


"Corporate Documents"
means the Certificate of Incorporation, Memorandum of Association, Articles of Association, Bylaws and any other corporate document
of an entity, including any shareholders, voting and/or any other agreement or document relating to the incorporation, ownership
or management of an entity.


 


"Corporations Act"
means the Corporations Act 2001 (Cth).


 


"Damages"
means all demands, claims, actions or causes of action, losses, damages, costs, expenses, liabilities, judgments, awards, fines,
sanctions, penalties, charges and amounts paid in settlement, including, but not limited to, reasonable costs, fees and expenses
of attorneys, accountants, and other agents of the Person incurring such expenses.


 


"Development Costs"
means the total amount expended by Buyer in connection with the relevant Product, Intellectual Property, or Technology Intellectual
Property including the research and development costs, patent maintenance, salaries, and administrative costs, all on a fully-loaded
basis, with general overhead costs and expenses that cannot be attributed to specific Products, being allocated among them in accordance
with Exhibit 5.2.


 



    	 



    	 



    

 


"Diligence Obligations"
has the meaning specified in Section 5.1.


 


"Disclosure Schedule"
means a letter given by Seller to Buyer in the form attached to Exhibit 11.


 


"Effective Date"
has the meaning specified in the introduction to this Agreement.


 


"Environmental Laws"
has the meaning specified in Section 11.8.


 


"Event" means
an event, a change, an occurrence or matter arising other than something which:


 


		(a)	is contemplated by this Agreement;



 


		(b)	is agreed by Buyer and Seller in writing not to be an Event; and



 


		(c)	is set out in the Disclosure Schedule.



 


"Exercise Notice"
has the meaning specified in Section 5.2.


 


"Governmental Authority"
means any local, regional, state, foreign or other governmental or regulatory agency, instrumentality, commission, authority, board
or body, and shall also include, for the purposes of this Agreement, without limitation Ethics Committees and Institutional Review
Boards.


 


"IND" (or "IMPD")
means an Investigational New Drug application or Investigational Medicinal Product Dossier as submitted to the United States Food
and Drug Administration ("FDA") or the European Medicines Agency ("EMEA"), as applicable, or
an equivalent submission to another regulatory authority.


 


"Indemnified Party"
has the meaning specified in Section 16.3.


 


"Indemnifying Party"
has the meaning specified in Section 16.3.


 


"Insolvency Event"
means with respect to Seller any of the following events (i) a receiver, receiver and manager, administrator, trustee or similar
official is appointed over any of the assets or undertaking of Seller; (ii) Seller suspends payment of its debts generally; (iii)
Seller is or becomes unable to pay its debts when they are due or is unable to pay its debts within the meaning of the Corporations
Act; (iv)Seller enters into or resolves to enter into any arrangement, competition or compromise with, or assignment for the
benefit of, its creditors or any class of them; (v) an application or order is made for the winding up or dissolution of, or the
appointment of a provisional liquidator, to Seller or a resolution is passed or steps are taken to pass a resolution for the winding
up or dissolution of Seller; or (vi) an administrator is appointed under the Corporations Act.


 



    	 



    	 



    

 


"Intellectual Property"
means and includes all of the following: (i) United States, Australian, Israeli and foreign patents, patent applications, provisional
patent applications, patent disclosures and all related continuation, continuation-in-part, divisional, reissue, re-examination,
utility, model, certificate of invention and design patents, design patent applications, registrations and applications for registrations
("Patents"); (ii) copyrights in both published or unpublished works and subject matter other than works and registrations
and applications for registration thereof and moral rights ("Copyrights"); (iii) computer software, programs,
data and documentation; (iv) technology, trade secrets and confidential business information, whether patentable or non-patentable
and whether or not reduced to practice, know-how, designs, specifications, processes, mask works, prototypes, enhancements, improvements,
works-in-progress, drawings, models, research and development information, technical data, engineering files, flow charts, inventions
(whether or not patentable), discoveries, improvements, works of authorship and ideas; (v) trade names, together with the goodwill
attached thereto, trade marks, logos, service marks, merchandise marks and brands, domain names, whether registered or not, together
with all translations, adaptations, derivations and combinations thereof and all applications, registrations and renewals in connection
therewith ("Trademarks"); (vi) all rights to continuations, enhancements, renewals and modifications thereof and
of the foregoing, common law rights; (vii) other proprietary rights relating to any of the foregoing (including without limitation
relief and remedies for infringements thereof and rights of protection of an interest therein under the laws of all jurisdictions,
whether arising prior to or following the Closing); and (viii) the rights and remedies of Seller under the non-competition, confidentiality,
assignment of inventions and non-solicitation provisions of all of Seller's employees, affiliates, and consultants, including Borody,
with respect to the Technology.


 


"IP Australia"
means IP Australia, a Government Authority of the Commonwealth of Australia.


 


"IP Deeds"
mean:


 


		(a)	the deed called the "Borody Intellectual Property Deed" between Seller and Professor
Thomas Borody dated 29 April 2005; and



 


		(b)	the deed called the "CDD Intellectual Property Deed" between Seller and Centre for Digestive
Diseases Pty Limited dated 5 May 2005.



 


"Knowledge Transfer
Period" has the meaning specified in Section 13.6.


 



    	 



    	 



    

 


"Liability"
means any liabilities, obligations or claims of any kind whatsoever whether absolute, accrued or un-accrued, fixed or contingent,
matured or un-matured, asserted or unasserted, known or unknown, direct or indirect, and whether due or to become due.


 


"Lien" means
any mortgage, pledge, security interest, encumbrance, lien, claim, conditional sale or other title retention arrangement or charge
of any kind, or any other third party right (including the right to receive royalties or other payments) or equitable right.


 


"Material Adverse Effect"
means any Event between the Effective Date and Closing which (whether or not it becomes public and whether or not it relates to
matters occurring before the date of this deed) has had or may reasonably be expected to have a material adverse effect on the
Technology, the Acquired Assets, the Assumed Liabilities or the condition, operations, or properties of the Acquired Assets or
the ability of Seller to perform its obligations under this Agreement, the Mortgage or the Featherweight Charge.


 


“Net Sales”
shall mean with respect to a Product, the total amounts actually received by Buyer and/or its Affiliates in respect of all sales
(including, without limitation, hospital sales, mail orders, retail sales, and sales to federal or state governments, wholesalers,
or medical institutions) of such Product(s) or Combination Product (subject to the adjustments set forth below) in arm’s
length sales by Buyer and/or its Affiliates, less the following items determined in accordance with Buyer’s standard accounting
methods and IFRS standards as consistently applied by Buyer or its Affiliates (the “Recognized Deductions”)
which have not been previously claimed by Buyer: (i) quantity and/or cash discounts allowed or taken (including by or to wholesalers);
(ii) customs, duties, sales, withholding, import/export, excise and similar taxes imposed on the Product but not income tax; (iii)
amounts allowed or credited by reason of rejections, return of goods (including as a result of recalls), any retroactive price
reductions or allowances (including those resulting from inventory management or similar agreements with wholesalers), and prompt
payment and trade, cash and volume discounts; (iv) amounts incurred resulting from government mandated rebate programs (or any
agency thereof); (v) third party (a) rebates, (b) freight, packaging, postage, shipping and applicable insurance charges and (c)
chargebacks or similar price concessions related to the sale of the Product; (vi) bad debts; (vii) royalties paid to third parties
by Buyer, its Affiliates or Sublicensees in respect of the use of such third party’s intellectual property rights but only
if that intellectual property is required to exploit or used in combination with or to enhance the Product or Combination Product;
and (viii) reasonable quantities of samples.


 


For the purposes of this definition,
the transfer of a Product by Buyer or one of its Affiliates to another Affiliate of Buyer or to a sublicensee for resale is not
a sale and in such cases, Net Sales will be determined based on the amount received by Buyer or such Affiliate or Sublicensee in
respect of the Product or “Combination Product” (subject to the adjustments set forth below) as sold by the Affiliate
or Sublicensee to independent third-parties, less the Recognized Deductions.


 



    	 



    	 



    

 


In the case of any sale of Product
or part thereof for value other than in an arm’s length transaction exclusively for cash, such as barter or counter trade,
Net Sales will be calculated based on the fair market value of the consideration received less the Recognized Deductions fairly
attributable to that transaction.


 


For Net Sales of a Product sold
or supplied as a “Combination Product”, the Net Sales of such a Combination Product will be determined by multiplying
the Net Sales of such Combination Product by the fraction of A/(A+B), where A is the average unit selling price during the period
in respect of which Net Sales are being calculated of the Product sold separately and B is the total average unit selling price
during the period in respect of which Net Sales are being calculated of the other product or device included in the Combination
Product, when sold separately.


 


"Notice of Buy Back
Price" has the meaning specified in Section 5.2.


 


"Notice of Intention"
has the meaning specified in Section 5.2.


 


"Patents" means
the patents and applications for patent referred to in Exhibit 11.13.4.


 


"Person" means
an individual, corporation, partnership, association, trust or other entity or organization, including any Governmental Authority.


 


"Pharmatel"
means Pharmatel Research & Development Pty Limited


 


"Proceedings"
has the meaning specified in Section 11.10


 


"Products"
means Myoconda, Heliconda and Picoconda as described in Exhibit 2.1, in all formulations and dosage forms and in
all delivery methods, including all combination products, as well as all ‘next generations’ of same.


 


"Protected Party"
means a Buyer Protected Party or a Seller Protected Party.


 


"Regulatory Approvals"
has the meaning specified in Section 11.7.1.


 


"Relevant Therapy"
has the meaning specified in Section 5.2.


 


"Retained Intellectual
Property" has the meaning specified in Section 4.


 


"Retained Liabilities"
has the meaning specified in Section 3.2


"Required Approvals"
has the meaning specified in Section 11.4.


 


"Revenue Sharing Payments"
has the meaning specified in Section 6.2.


 



    	 



    	 



    

 


"Seller Protected Party"
has the meaning specified in Section 16.2


 


“Sublicense”
shall mean any right granted, license given, or agreement entered into, by Buyer and/or its Affiliates and/or Sublicensees to or
with any other person or entity permitting any use of the Technology (or any part thereof) or any right to research, develop, make,
have made, register, import, manufacture, use, sell, offer for sale, produce, sublicense, commercialize and/or distribute the Products
for any indication; and the term “Sublicensee” shall be construed accordingly.


 


“Sublicense Receipts”
means royalties actually received by Buyer and/or its Affiliates from third party partner Sublicensees (and/or any further Sublicensees
thereof) in respect of the Products, excluding, for example but without limitation, payments received on account of (i) debt financing;
(ii) equity (and conditional equity, such as warrants, convertible debt and the like) investments in Buyer or any Affiliate thereof
at market value, and less the Recognized Deductions which have not already been claimed or deducted by Buyer. For Sublicense Receipts
received in respect of a Product sold or supplied as a “Combination Product”, the Sublicense Receipts of such Combination
Product will be determined in the same manner as the Net Sales of such Combination Product, mutatis mutandis.


 


"Tax" or "Taxes"
means all taxes imposed of any nature including federal, state, local or foreign income tax, franchise tax, employment related
tax, real or personal property tax, sales or use tax, excise tax, stamp tax or duty, capital gains tax, any withholding or back
up withholding tax, and value added tax, together with any interest or any penalty.


 


"Technology"
means:


 


		(a)	all inventions subsisting in the Products (including the inventions described in Exhibit 11.13.4); and



 


		(b)	all technical and other information subsisting in or relating to the Products. 



 


"Technology Intellectual
Property" shall refer collectively to all Intellectual Property that is owned by, controlled by, used by or licensed to
Seller and is associated with the Technology and all documentation evidencing the same, including without limitation those patents
listed in Exhibit 11.13.4.


 


"Third Person Claim"
has the meaning specified in Section 16.3.


 


“USD” means
United States Dollars.


 



    	 



    	 



    

 


		2.	Purchase and Sale of Assets



 


Subject to the terms and conditions
of this Agreement, at the Closing, Seller shall, or procure Borody at no additional consideration to, sell, transfer, convey, assign
and deliver to Buyer and Buyer shall purchase from Seller, free and clear of any Liens other than the Assumed Liabilities and the
Charges, the Products, the Technology and the Technology Intellectual Property, including all of Seller's rights, title and interest
in and to all assets and properties of Seller of whatever kind wherever located, real personal or mixed, tangible or intangible
associated with the Products and/or the Technology and/or the Technology Intellectual Property, whether or not appearing on the
books and records of Seller, as the same shall exist on the date hereof and/or at Closing (the "Acquired Assets")
including all right, title and interest of Seller in, to and under:


 


		2.1.	Assets. (i) the Products and all right to develop, make, have made, use, market, manufacture,
sell, license, service and otherwise commercialize the Products and (ii) all assets (including patents, patent applications and
other patent rights, data know-how and other Intellectual Property and rights associated therewith) whatsoever that are used by
Seller or needed in any way for the development, manufacture, use and/or commercialization of the Products, including the tangible
assets listed on Exhibit 2.1A.



 


		2.2.	Materials. All materials, including raw materials, work-in process, samples, finished goods
and all quantities of the Products or samples collected in all clinical trials and made available to Seller, whether in the possession
of Seller or located at the clinical centers where the clinical trials are taking or have taken place.



 


		2.3.	Assigned Agreements. The Agreements listed on Exhibit 2.3 hereto (including
without limitation the rights, relief and remedies for infringements thereunder and rights of protection of interests thereunder,
whether arising prior to or following the Closing), including the IP Deeds, and any other Agreement entered into after the Effective
Date which had it existed on the Effective Date would have been required to be listed in Exhibit 11.11 and which
Buyer notifies Seller it wishes to acquire (collectively, the "Assigned Agreements").



 


		2.4.	Documentation. All books and records and other documentation relating to the Acquired Assets
in the possession or under the control of Seller, or held on behalf of Seller, whether in hard copy or machine-readable format,
including without limitation: (i) all documentation relating to the research and development of the Technology and the Products;
(ii) all documentation relating to the manufacturing, marketing, distribution and sale of the Products; (iii) all documentation
relating to testing and clinical trials of the Technology and the Products, including all records, databases, accounts, notes,
reports and data, all agreements relating to the conduct of such trials and testing and all reports and results of such testing
and trials; and (iv) any regulatory, patent office, governmental or other filing, approval or certification covering the Products
or any of them as well as all trials and studies performed in connection therewith.



 


		2.5.	Production Files. All production files and development files (including all specifications,
drug manufacturing files, source codes, formulae and other documentation) required for the production, modification and further
development of the Products.



 



    	 



    	 



    

 


		2.6.	Approvals. All Approvals with respect to the Acquired Assets and/or the Technology (including
without limitation all Regulatory Approvals), all applications for such Approvals and all other correspondence with any Governmental
Authority with respect to such Approvals and the application process therefor.



 


		2.7.	Goodwill. All of the goodwill associated with the Technology, including the right to represent
oneself as the successor to the Technology.



 


		2.8.	Intellectual Property. All of the Technology Intellectual Property.



 


		2.9.	Claims. Seller's rights, claims and actions against third parties relating to the Acquired
Assets arising out of transactions occurring prior to the Closing Date other than in relation to the AMTI Asset Purchase Agreement,
including all rights, claims and credits of Seller under or pursuant to all warranties, representations and guarantees made by
suppliers, manufacturers and contractors in connection with products sold or services provided to Seller for or in connection with
any of the Acquired Assets or any Assumed Liabilities.



 


	3.	Assumption and Retention of Liabilities



 


		3.1.	Assumed Liabilities. Subject to the provisions
of this Section, at Closing, Buyer shall assume and agree to perform, and to pay or otherwise discharge, in accordance with the
stated written terms of the Assigned Agreements, the obligations and Liabilities of Seller following the Closing under the Assigned
Agreements, but only to the extent such obligations and Liabilities arise after Closing, and specifically excluding any obligations,
third party claims or Liabilities arising from or in connection with any causes of action, breach, violation, default or the failure
of performance of Seller, occurring or arising prior to the Closing. The obligations described in this Section 3.1 which are to
be assumed by Buyer are collectively referred to as the "Assumed Liabilities".



 


		3.2.	Retained Liabilities. Except for the Assumed Liabilities, Buyer shall not assume or be required
to pay or otherwise discharge and hereby expressly disclaims any assumption of any other obligations, third party claims or Liabilities
of Seller, whether or not, in any particular instance, any such Liability has a value for accounting purposes or is carried or
reflected on or specifically referred to in Seller’s financial statements, including any obligations, third party claims
or Liabilities arising from or in connection with any causes of action, breach, violation, default or failure of performance of
Seller or any third party occurring or arising prior to Closing, whether or not related to the Products, Technology, or Technology
Intellectual Property (the "Retained Liabilities"). Seller shall pay, perform or discharge when due or required
to be performed or discharged, or contest in good faith, the Retained Liabilities.



 



    	 



    	 



    

 


		4.	Right of Use



 


		4.1	Licence in Respect of Retained Intellectual Property. As of Closing and for no additional
consideration, Seller grants Buyer a worldwide, assignable, perpetual, exclusive right to use any Intellectual Property owned,
controlled or otherwise held or used by Seller that it retains and does not transfer to Buyer as part of the Acquired Assets ("Retained
Intellectual Property"), for the research, development, manufacture, registration, import/export, use, commercialization,
distribution, sale and/or offer for sale of the Products, with a right to freely grant secondary rights (including sub-licences)
under such rights.



 


		4.2	Hepaconda and Ibaconda Licence Carveout. For the avoidance of doubt, the obligation imposed
on Seller by Section 4.1 to grant Seller a licence (including sub-licenses) and the restriction imposed by Section 4.5 on Seller
does not extend to the Intellectual Property identified as Hepaconda or Ibaconda (as same are defined in Exhibit 4.2
hereto); provided that Seller hereby warrants and represents that such Intellectual Property identified as Hepaconda or Ibaconda
is not and will not be required in any manner for the development or commercialization of any of the Products. In the event that
despite the foregoing representation, the Intellectual Property identified as Hepaconda or Ibaconda shall be required for the research,
development, manufacture, registration, import/export, use, commercialization, distribution, sale and/or offer for sale of any
of the Products, Seller grants Buyer a worldwide, assignable, perpetual, non-royalty bearing exclusive right to use same as set
forth in Section 4.1 above.



 


		4.3	Non Disposal of Retained Intellectual Property. For the avoidance of doubt, Seller shall
not dispose of any of the Retained Intellectual Property unless Buyer's rights under the above right to use are preserved. In addition,
prior to the lapse of any rights in or registrations relating to the Retained Intellectual Property, Seller shall use its reasonable
endeavours to offer such Retained Intellectual Property to Buyer for no additional consideration.



 


		4.4	Related Information. Seller must also share with Buyer, free of charge, all other information
which is not part of the Technology Intellectual Property and that is required for the development of the Products.



 


		4.5	Licensing Restrictions. From the Effective Date, Seller shall not grant a license to any
of the Intellectual Property licensed to Buyer pursuant to this Section 4 for use in the research, development, manufacture, registration,
import/export, use, commercialization, distribution, sale and/or offer for sale of the Products or products that compete with the
Products in any way whatsoever or otherwise grant or enter into any agreement, arrangement or commitment according to which a third
party is granted any rights that would derogate from or conflict with the rights granted to Buyer pursuant to this Section 4.



 



    	 



    	 



    

 


		5.	Diligence Obligation and Buy Back Option



 


		5.1	Diligence Obligations. The control of the Acquired Assets and the business related thereto
on and after Closing will rest exclusively with Buyer and Seller shall not have any right to object to the manner in which same
are handled or conducted after the Closing, including any rights to prevent the merger or consolidation of Buyer, any sale or transfer
of any shares of Buyer or any assets of Buyer to any third Person or the acquisition of any interests in or assets of any third
Person. Notwithstanding the foregoing, Buyer will, if the Closing does occur, make a good faith, continuous and commercially reasonable
effort to allocate appropriate financial resources (by itself and/or thorough cooperation with third party partners) to prepare,
initiate and complete the clinical development of the Products (with the exception of Picoconda) and file an application for regulatory
marketing approval in accordance with industry standards (the “Diligence Obligation”). For the avoidance of
any doubt, development failures, negative regulatory decisions, and/or other reasons that are beyond Buyer's control, shall not
constitute a breach of the Diligence Obligation.



 


Buyer
agrees to keep Seller informed with respect to activities and progress toward further research, development and commercialization
of the Products. Towards this end, as of six months following the Closing, and bi-annually thereafter, Buyer shall promptly provide
Seller with written reports summarizing such activities as well as the prosecution and maintenance activities planned or due in
respect of the Patents deemed by Buyer to be necessary for the development of the respective Products. Buyer agrees to give Seller
written notice as soon as practicable, but no later than 30 days after Buyer becomes aware of the occurrence thereof, of any event
of which Buyer becomes aware that is materially related to the safety of a Product (such as serious adverse events) or that concerns
any material developments, material failures (including, without limitation, the grant of any regulatory approval), or material
events.


 


		5.2	Buy Back Option. Seller's sole and exclusive remedy for a material breach by Buyer of the
Diligence Obligation in respect of any of the Products that is not remedied within ninety (90) days of notice by Seller of such
breach, shall be the option to acquire the relevant Product, as well as the Intellectual Property, Technology Intellectual Property
and Assigned Agreements associated with the relevant Product (the "Relevant Therapy") at the Buy-Back Price (the
“Buy Back Option”).



 


If
Seller wishes to exercise its Buy Back Option then it must give a written notice to Buyer of such intention (the "Notice
of Intention"). The Notice of Intention must specify: (i) the circumstances upon which Seller is relying in order to effect
the Buy Back Option; and (ii) its proposed date for acquiring legal and beneficial ownership in the relevant Product that is the
subject of the Buy-Back. The Notice of Intention does not constitute a notice exercising the Buy Back Option.


 



    	 



    	 



    

 


Promptly,
but no later than 21 days after receiving the Notice of Intention, Buyer must calculate the Buy Back Price and give written notice
to Seller of same (the "Notice of Buy Back Price"). Buyer must also provide Seller at the time its gives
the aforementioned notice with reasonable evidence substantiating its calculations and with a reasonable opportunity to undertake
due diligence on the Relevant Therapy.


 


The “Buy Back Price”
with respect to the Product the subject of the Notice of Intention shall be equal to Buyer’s purchase price of the relevant
Products as set out in Exhibit 5.2 as well as the Development Costs incurred by Buyer in connection with the Relevant
Therapy up to the date of such sale back to Seller. 


 


If Buyer does not dispute Seller’s
provision of the Notice of Intention and does not remedy the material breach, Seller will have 30 days after its receipt of the
Notice of Buy Back Price from Buyer to exercise the Buy Back Option. The Buy Back Option may be exercised by Seller giving a written
exercise notice to Buyer together with payment of the Buy Back Price without any set-off, counterclaim or any other condition (the "Exercise Notice").


 


Promptly, but no later than
30 days after the receipt by Buyer of the Exercise Notice, Buyer must transfer to Seller (or its nominee which must be an Affiliate)
all rights of Buyer in the Relevant Therapy "as-is" with no representations or warranties whatsoever free and clear of
all Liens on title created by Buyer. Buyer must also transfer to Seller (or its nominee which must be an Affiliate) all its rights
in and under Assigned Agreements which relate to the Relevant Therapy at the same time as the transfer of legal and beneficial
ownership of the Relevant Therapy by entering into assignment agreements equivalent in form and substance to those provided by
Seller at the Closing hereunder, mutatis mutandis, or that are otherwise to the reasonable satisfaction of Buyer.
The provisions of Section 14.1 will apply to sale of the Relevant Therapy except that all references to "Buyer" shall
be construed as "Seller (or its nominee)", and vice versa. Any costs associated with the transfer of the Relevant Therapy
and associated Assigned Agreements to the Seller pursuant to exercise of the Buy Back Option shall be borne by Seller.


 


Notwithstanding anything to
the contrary in this Agreement, the Option granted by Buyer to Seller in accordance with this Section may be separately exercised
by Seller (or its nominee who must be an Affiliate) in respect of any Product which Buyer has committed a material breach of the
Diligence Obligations. The occurrence of a dispute between the parties will not prejudice Seller's right to acquire the Relevant
Therapy following the resolution of that dispute.


 


As of the date of the relevant
Exercise Notice, all Buyer’s obligations related to the Product and Relevant Therapy covered by the Exercise Notice shall
terminate.


 



    	 



    	 



    

 


		5.3	No Assurance. For the avoidance of doubt, nothing contained in this Agreement shall be construed
as a warranty by Buyer that any commercialization to be carried out by it in connection with this Agreement will actually achieve
its aims or any other results and Buyer makes no warranties whatsoever as to any results to be achieved in consequence of the carrying
out of any such commercialization. Furthermore, Buyer makes no representation to the effect that the commercialization of any of
the Products, or any part thereof, will succeed, or that it shall be able to sell any of the Products in any quantity. The foregoing
provision does not qualify the obligation of Buyer to use its good faith, continuous and commercially reasonable effort to fulfill
the Diligence Obligation in accordance with Section 5.1.



 


		6.	Payments



 


		6.1	Up-Front Payment. Buyer shall pay, or cause to be paid, USD $500,000 (USD five hundred thousand)
to Seller to the account listed in Exhibit 6.1 (the “Closing Payment”). [****]. All payments will
be made to the account listed in Exhibit 6.1 unless otherwise instructed by Seller a reasonable time prior to the date of payment.



 


		6.1A	 Use of Advance and Grant of Charge. Seller shall
use the Advance solely for the payment of the costs and expenses listed in Exhibit 6.1A. In the event that the Closing
shall not take place within 45 days of the Effective Date, for any reason whatsoever, the full amount of the Advance shall be
repaid to the Buyer immediately upon the expiration of such 45 day period; provided that in the event that prior to such time
the Seller’s Board of Directors rescinds its approval of the transactions contemplated hereby or the Seller's shareholders
consider and do not approve the transactions contemplated hereby, the full amount of the Advance shall be repaid to the Buyer
immediately following that occurrence.



 


The Advance shall be secured
by a registered first ranking equitable mortgage in form and substance satisfactory to the Buyer for the benefit of the Buyer on
the entirety of the Technology Intellectual Property (the “Collateral” and the “Mortgage”),
as well as a featherweight floating charge in a form and substance satisfactory to the Buyer over all the assets of the Seller
(“Featherweight Charge”).


 


Seller
will immediately file the Mortgage and Featherweight Charge (each, a “Charge”) and any reports or documents
required to record them with ASIC and the Australian Patent Office and with all foreign equivalents thereof in jurisdictions where
Technology Intellectual Property is registered and with any other local or foreign authority as required to give force, effect
and priority to each Charge. Seller shall be liable for any amounts required to be paid in order to accomplish such registrations.
The Seller hereby represents that the Collateral and all other assets that are subject to the Charge
as at the time of the creation of the Charge are free and clear of all mortgages, Liens, loans and encumbrances, claims or any
other rights that might impair the rights or the priority of the Buyer pursuant to the Mortgage or the Featherweight Charge. The
Seller shall not directly or indirectly create, incur, assume or suffer to exist any liens on the Collateral or any other assets
that are subject to the Charge at any time, without the prior written consent of the Buyer.


 



    	 



    	 



    

 


The Seller shall promptly notify
the Buyer in writing of any Insolvency Event that it suffers or is threatened against Seller or any of its assets.


 


Without limiting in any way
the responsibility and obligations of the Seller and not as substitute to such obligations, the Seller hereby irrevocably appoints
the Buyer as its true and lawful attorney, with full power of substitution, to act in the name of and at the expense of the Seller
in order to do any such act, including without limitation to sign in the name of the Seller any and all documents as may in the
opinion of the Buyer be necessary in order to exercise the rights of the Buyer under the Mortgage and/or the Featherweight Charge
and realize same. The foregoing right is only exercisable if: (a) Seller suffers an Insolvency Event; or (b) Seller has failed
to repay the Advance when required in accordance with the terms of this Agreement or (c) Seller fails to comply with its Closing
obligations set out in Section 8.1 (the “Event of Default”).


 


Without derogating from the
terms of the Charges, upon the occurrence of any Insolvency Event or any Event of Default, the Buyer shall be entitled to take
all such steps allowed by Applicable Law as it sees fit to collect and realize the Collateral including, without limitation, the
appointment of a receiver or manager (the “Receiver”). Seller hereby, to the fullest extent possible under applicable
law, irrevocably agrees to the appointment of such Receiver and waives any claim or right to object to such appointment.


 


Unless otherwise provided in
the Charges, Seller alone shall be responsible for the remuneration of the Receiver. The Receiver shall be empowered to do the
following:


 


		(a)	to take possession of the assets the subject of the Charges and for that purpose to take any proceedings
in the Seller’s name or otherwise as the Receiver shall see fit;



 


		(b)	to sell or agree to the sale of the assets the subject of the Charges, in whole or in part, or
to transfer the same, including without limitation to the Buyer, in any manner and upon such conditions as the Receiver may see
fit;



 


		(c)	to make any other arrangement with respect to the assets the subject of the Charges or any part
thereof as the Receiver may see fit;



 


		(d)	to do all other acts and things which the Receiver may consider to be incidental or conducive to
any of the above powers.



 


Unless otherwise provided in
the Charges, all reasonable costs, charges and expenses incurred by the Buyer in connection with all proceedings for enforcement
of the Charges shall be recoverable from the Seller.


 



    	 



    	 



    

 


		6.2	Revenue Sharing Payments. [****]. Buyer will pay Seller an amount equal to 7% of Net Sales,
and 20% of Sublicense Receipts, actually received by Buyer and/or its Affiliates in respect of the relevant Product, all after
recovery by Buyer of all costs and expenses that exceed the Budget (collectively, “Revenue Sharing Payments”).



 


For the avoidance of doubt,
the foregoing obligation applies to Buyer in respect of products which incorporate some or all of the Patents of the applicable
Product.


 


Seller shall be fully and solely
responsible for all payments to Borody and the Australian Centre for Digestive Diseases and for any additional payments required
to be paid to any third party with respect to the exploitation of the Technology to the extent such payment arises from circumstances
that constitute a breach of Seller’s representations hereunder.


 


		6.3	Due Dates for Payment of Revenue Sharing Payments. All payments due pursuant to the provisions
of Section 6.2 above shall be due and payable to Seller on a calendar quarterly basis within sixty (60) days following the end
of the applicable calendar quarter during which the relevant Net Sales or Sublicense Receipts were actually received by Buyer or
its Affiliates. The Buyer must procure its Affiliates who sell the Products to comply with the foregoing obligation.



 


		6.4	Payment Method. Any amounts due to Seller under this Agreement will be paid in U.S. dollars,
by wire transfer in immediately available funds, to the account specified in Exhibit 6.1.



 


		6.5	Currency; Foreign Payments. If any currency conversion will be required in connection with
the calculation of any payment hereunder, such conversion will be made by using the exchange rate for the purchase of U.S. dollars
as published in Europe Edition of the Wall Street Journal (online edition), on the date of the payment. If at any time legal restrictions
prevent the prompt remittance of any payments in any jurisdiction, Buyer may notify Seller and make such payments by depositing
the amount thereof in local currency in a bank account or other depository in such country in the name of Seller or its designee,
and Buyer will have no further obligations under this Agreement with respect thereto.



 


		6.6	Invoice; Approvals. Buyer will inform Seller of the amount payable pursuant to any payment
to be made hereunder all payments to be made by Buyer to Seller under this Agreement shall be made against receipt of an appropriate
invoice in respect of the amount of such payment. Buyer will make payment of all Revenue Sharing Payments into the account of Seller
specified in Exhibit 6.1 unless otherwise directed by Seller in writing beforehand and promptly provide the invoice. In the event
any payment may require approval of any Governmental Authority, Buyer undertakes to promptly file for approval after engaging in
reasonable prior consultation with Seller and in the event that such approval is not received by the due date of payment, Buyer
undertakes to effectuate payment as soon as possible following the receipt of the necessary approval. The cost of obtaining any
government approvals will be solely borne by Buyer.



 



    	 



    	 



    

 


		6.7	Gross Payments; Taxes. All amounts to be paid to Seller hereunder are gross amounts and
are final and inclusive of any applicable Taxes. Any applicable Taxes shall be borne and paid for exclusively by Seller. Buyer
may deduct from amounts paid to Seller pursuant to this Agreement any amounts required under Applicable Law to be withheld at source
(including VAT) including under any applicable treaty or law. Buyer will provide Seller a certificate evidencing payment of any
Withholding Taxes and such other available documentation as is necessary to enable Seller to promptly claim any input tax credits
or tax rebates.



 


		7	Record Retention and Audit



 


		7.1	Record Retention and Access. Buyer will maintain, and procure its Affiliates who sell Products
to maintain, complete, accurate, up-to-date and auditable books, records and accounts in relation to the Net Sales, Sublicense
Receipts, and Development Costs, in sufficient detail to confirm the accuracy of Revenue Sharing Payments and the Buy Back Price
payable in accordance with this Agreement. The aforementioned books, records and accounts must be retained for seven (7) after
the end of the period to which such books, records and accounts pertain or as required by regulatory authorities in any territory
with respect to the books and records applicable to such territory. Buyer will, and will procure its Affiliates, to provide an
independent certified public accounting firm of nationally recognized standing, reasonably acceptable to Buyer and who agrees to
be bound by a customary undertaking of confidentiality with reasonable access to the aforementioned books, records and accounts
upon receiving a reasonable request to do so for the sole purpose of complying with an order, request or demand made by a Government
Authority until the expiration of seven (7) years following termination of this Agreement.



 



    	 



    	 



    

 


		7.2	Audit. Seller will have the right, at its own cost, to have an independent certified public
accounting firm of nationally recognized standing, reasonably acceptable to Buyer and who agrees to be bound by a customary undertaking
of confidentiality, have access during normal business hours, and upon reasonable prior written notice, to Buyer’s books,
records and accounts (including, without limitation, electronic records and accounts) as may be reasonably necessary to verify
the accuracy of Net Sales, Sublicense Receipts and Royalties, as applicable, for any period ending not more than twenty-four (24)
months prior to the date of such request; provided, however, that Seller will not have the right to conduct more than one such
audit in any calendar year or more than one such audit covering any given time period. The auditing firm will disclose to Seller
only the results of its audit and not any other information. Any such audit shall be made during Buyer’s normal business
hours and shall not unreasonably interfere with the business of Buyer and shall be completed within a reasonable timeframe. Seller
will bear all the costs of such audit, unless a discrepancy of more than 5% exists in favor of the Seller in which case the Buyer
will bear the costs of said audit. If, based on the results of such audit, additional payments are owed by Buyer under this Agreement,
Buyer shall, at its own cost, have an additional thirty (30) days to conduct an additional (second) audit to verify Seller’s
audit results and the discrepancies found during the first audit, and, assuming the two audits reconcile, Buyer shall make such
additional payments within thirty (30) days after the date on which such second accounting firm’s written report is delivered
to Buyer. Buyer will promptly, but no later than 7 days after the receipt of the second accounting firm's written report, give
a copy of that report to Seller. If the results of the two audits do not reconcile, then the parties must engage in good faith
negotiations for a period of thirty (30) days with the view of resolving the audit discrepancies as soon as possible. If the parties
are unable to reach an agreement as to how the audit discrepancies should be resolved, then a party may engage a third independent
auditor (who will be selected by the head of the Institute of Certified Public Accountants in Israel if the parties are unable
to agree an auditor) to review the discrepancies between the two audits and conduct (if necessary) a third and final audit to resolve
those discrepancies. The third auditor will provide its draft report to Seller and Buyer for their reasonable comment and review
before finalizing same. The determination of the third auditor will be final and binding on the parties in the absence of manifest
error. The parties shall equally share the costs incurred by the third auditor to be conducted, unless the third audit substantially
confirms the results of the either parties’ individual audit in which case the cost of such audit shall be paid by the other
party hereto.



 


		7.3	Confidentiality. Seller will treat all information subject to review under this Section
7 in accordance with the confidentiality provisions of Section 14 below.



 


		7.4	Audit of Buyer’s Affiliate. Buyer must procure those Affiliates who sell Products
to comply with a written request made by Seller to audit the books, records and accounts of the aforementioned Buyer’s Affiliates.
The audit will be conducted in accordance with Section 7.2 and all references to Buyer will be construed as a reference to “Buyer’s
Affiliate who sells Products”.



 


		8.	Closing



 


The
consummation of the sale and purchase of the Acquired Assets (the "Closing") shall take place at the Sydney
offices of Minter Ellison at 15:00 (Sydney time) in no event later than the second business day after all of the conditions set
forth in Section 9 have been satisfied or waived, or at such
other date, time or place as Buyer and Seller may agree. Such time and date of Closing are herein referred to as the "Closing
Date".


 



    	 



    	 



    

 


		8.1.	Seller’s Closing Obligations. On or prior to Closing, and subject to the performance by Buyer of the obligations
on its part to be performed in accordance with Section 8.2, Seller shall deliver to Buyer the following:



 


		8.1.1.	an extract, certified by its Chairman, of the minutes of its Board of Directors meeting approving
the entry into and execution by Seller of this Agreement and the Ancillary Agreements, the performance by Seller of this Agreement
and the Ancillary Agreements and the consummation by Seller of all transactions contemplated hereunder and thereunder, in form
and substance reasonably satisfactory to Buyer.



 


		8.1.2	an extract, certified by its Chairman, of the minutes of its shareholders meeting approving the
entry into and execution by Seller of this Agreement and the Ancillary Agreements, the performance by Seller of this Agreement
and the Ancillary Agreements and the consummation by Seller of all transactions contemplated hereunder and thereunder, all in accordance
with the requirements of the Listing Rules of ASX Limited, the Corporations Act and Applicable Law, in form and substance reasonably
satisfactory to Buyer.



 


		8.1.3	possession and control of the Acquired Assets that are capable of being delivered by Seller, including
all Assigned Agreements and files contained in one or more CDs or in such other format as may be agreed by the parties unless Buyer
requests those assets to be left in situ.



 


		8.1.4	all deeds, bills of sale, endorsements, consents, assignments and documents that may be necessary
or appropriate to vest in Buyer all right, title and interest in,
to and under the Acquired Assets, including without limitation, fully executed ‘recordal of assignment’ forms in respect
of all the patents associated with the Acquired Assets in the form required by IP Australia and/or any other Governmental Authority
in any other jurisdiction and any documents required to be entered into and executed by Borody to transfer legal and/or beneficial
ownership in such patents to Buyer.



 


		8.1.5	copies of the Ancillary Agreements, duly executed by Seller or Borody, as applicable; as well as
all other Exhibits hereto in a form and containing the substance to be agreed between the Buyer and the Seller.



 


		8.1.6	an undertaking duly signed by Pharmatel whereby it waives and releases all rights and interest
in and to the Patents and transfers all such rights and interests to Seller, in form and substance acceptable to Buyer.



 


		8.1.7	the Borody Agreement signed by Borody.



 



    	 



    	 



    

 


		8.1.8	copies of all Required Approvals and/or letters of assignment with regard to the Assigned Agreements.



 


		8.1.9	a compliance certificate given by an officer of Seller in form and substance reasonably acceptable
to Buyer.



 


		8.1.10	such further instruments and documents as may be required to be delivered by Seller pursuant to
the terms of this Agreement or as may be reasonably requested by Buyer in connection with the closing of the transactions contemplated
hereby or to complete the transfer of the Acquired Assets to Buyer, including good, sufficient instruments of assignment with respect
to the Technology Intellectual Property in recordable form, endorsements, consents, assignments and other good and sufficient instruments
of conveyance and assignment necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Acquired
Assets without Lien of any kind.



 


		8.2.	Buyer’s Closing Obligations. At the Closing, and subject to the performance by Seller
of the obligations on its part to be performed in accordance with Section 8.1, Buyer shall deliver to Seller the following:



 


		8.2.1	pay the amount of USD [****] to Seller pursuant to Section 6.1 above.



 


		8.2.2	a duly executed copy of resolutions of its Board of Directors approving, inter alia, the
execution by Buyer of this Agreement and the Ancillary Agreements, the performance by Buyer of this Agreement and the consummation
by Buyer of all transactions contemplated hereunder.



 


		8.2.3	copies of the Ancillary Agreements duly executed by Buyer.



 


		8.3	Completion of Sale and Purchase. The requirements under Sections 8.1 and 8.2 are interdependent
and must be completed contemporaneously.



 


		8.4	Remedy for Breach by Buyer. In the event that Buyer does not perform its obligations set
out in Section 8.1 in breach of the terms of this Agreement and Seller does not grant an extension for Buyer to satisfy those obligations,
then:



 


		8.4.1	Buyer must immediately deliver to Seller on demand, without counter claim or condition or invoking
any dispute resolution provision, properly executed documents required to fully discharge and release the Charges;



 


		8.4.2	Buyer will have no right to repayment of any part of the Advance that has been used by Seller in
payment of the costs and expenses listed in Exhibit 6.1A in the event that Seller terminates this Agreement pursuant to Section
15.1.6; and



 



    	 



    	 



    

 


		8.4.3	such release of the Charges and loss of right to repayment shall be Seller's sole and exclusive
remedy for such breach by Buyer.



 


		8.4	Accounting. From and after the Closing, Buyer shall have the right and authority to collect
for its own account all receivables and other related items that are included in the Acquired Assets, but only to the extent that
such items accrue after the Closing. To the extent that, after the Closing, Seller or any of its Affiliates receive any payment
that is for the account of Buyer or any of its Affiliates according to the terms of this Agreement or the Ancillary Agreements,
Seller shall deliver such amount to Buyer by depositing that amount into the bank account nominated in writing by Buyer. To the
extent that, after the Closing, Buyer or any of its Affiliates receive any payment that is for the account of Seller or any of
its Affiliates according to the terms of this Agreement or the Ancillary Agreements, Buyer shall deliver such amount to Seller
by depositing that amount into the bank account listed in Exhibit 6.1 unless otherwise directed in writing by Seller. All amounts
due and payable under this Section ‎8.4, if any, shall be due and payable by Buyer or Seller, as applicable, in immediately
available funds within thirty (30) days of receipt thereof.



 


		9.	Conditions to Closing



 


		9.1.	Conditions to Buyer’s Closing Obligations. The obligation of Buyer to comply with
Section 8.2 of this Agreement is subject to the reasonable satisfaction or waiver in writing by Buyer of the following conditions
on or before the Closing Date:



 


		9.1.1	Seller to procure Borody to enter into the Borody Agreement.



 


		9.1.2	Seller shall have performed all of its obligations hereunder required to be performed by it at
or prior to the Closing Date and Borody shall have performed all of his obligations under the Borody Agreement required to be performed
by him at or prior to the Closing Date.



 


		9.1.3.	The representations and warranties of Seller contained in this Agreement and of Borody contained
in the Borody Agreement shall be true at and as of the Closing Date, as if the Closing Date was substituted for the date in such
representations and warranties, and any breach of the representations and warranties does not have a Material Adverse Effect.



 


		9.1.4	All of the Required Approvals and letters of assignment with regard to the Assigned Agreements
shall have been obtained by Seller or Buyer, as applicable.



 



    	 



    	 



    

 


Buyer shall have obtained all
governmental permits that are necessary to entitle it to own or lease, operate and use the Acquired Assets or to carry on and conduct
the business in respect of same substantially as currently conducted by Seller. Without derogating from the foregoing, Buyer shall
have received all Approvals from the competent Governmental Authority(ies) in each applicable country necessary for it to become
the sponsor of each of the clinical trials currently being conducted with respect to the Technology in such country.


 


		9.1.5.	Satisfactory completion of Buyer's financial, technical, regulatory, accounting, IP and legal due
diligence examination of the Technology, the Products, the Acquired Assets, the Assumed Liabilities and Seller no later than the
day prior to the general meeting of shareholders to be held by Seller to obtain approval of the transactions contemplated by this
Agreement.



 


		9.1.6	No action, suit, investigation or proceeding have been instituted or, other than by AMTI have been
threatened, in each case that has not been withdrawn, dismissed or ceased to be threatened, to restrain or prohibit or otherwise
challenge the legality or validity of the transactions contemplated hereby or to restrain the effective operation or use by Buyer
of the Acquired Assets. No injunction or restraining order shall have been issued by any court of competent jurisdiction and be
in effect that restrains or prohibits any transaction contemplated hereby or the effective operation or use by Buyer of the Acquired
Assets. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction
or other order (whether temporary, preliminary or permanent) that remains in effect and that has the effect of making the transactions
contemplated hereby illegal or otherwise restraining, enjoining or prohibiting consummation of the transactions contemplated by
this Agreement or the effective operation or use by Buyer of the Acquired Assets, and neither Buyer nor Seller shall have received
written notice from any Governmental Authority that it has determined to institute any suit or proceeding to restrain or enjoin
the consummation of the transactions contemplated or the effective operation or use by Buyer of the Acquired Assets or to nullify
or render ineffective this Agreement if consummated, or to take any other action that would result in the prohibition or a material
change in the terms of the transactions contemplated or restrain the effective operation or use by Buyer of the Acquired Assets.



 



    	 



    	 



    

 


		9.1.7	There shall have been no adverse change in the technological and/or business status, condition
or prospects of the Acquired Assets, the Assumed Liabilities, the Technology or the Products or any complaints, investigations
or hearings (or communications indicating that the same may be contemplated) by any Governmental Authority, adjudicatory or arbitral
proceedings against any of Seller, the Acquired Assets, the Assumed Liabilities, the Technology or the Products or that may affect
the consummation of the transactions contemplated hereunder.



 


		9.1.8	All corporate and other proceedings in connection with the transactions contemplated by this Agreement
and by the Ancillary Agreements shall have been performed or obtained by Seller (including receipt of its Board of Directors and
its shareholders’ approval) , all documents and instruments incident to such transactions and reasonably requested by Buyer
shall be reasonably satisfactory in substance and form to Buyer and its counsel, shall have been executed and Buyer and its counsel
shall have received counterpart originals or certified or other copies of such documents and instruments as Buyer or its counsel
may reasonably request.



 


		9.1.9	Each of (i) the agreement dated 23 March 2007 between Seller and Ind-Swift Laboratories Ltd. for
the purchase of Clarithromycin and (ii) the agreement dated 1 May 2006 between Seller and Orphan Australia Pty Ltd (a subsidiary
of the Sigma Pharmaceuticals Group) for the grant by Seller of the Myoconda marketing rights in Australia, New Zealand, South Africa,
Namibia and certain South East Asian countries shall have been terminated.



 


		9.2.	Conditions to Seller’s Closing Obligations. The obligation of Seller to comply with
Section 8.1 of this Agreement is subject to the reasonable satisfaction or waiver in writing by Seller of the following conditions
on or before the Closing Date:



 


		9.2.1	Buyer shall have performed all of its obligations hereunder required to be performed by it at or
prior to the Closing Date.



 


		9.2.2	The representations and warranties of Buyer contained in this Agreement shall be true at and as
of the Closing Date, as if the Closing Date was substituted for the date in such representations and warranties.



 


		9.2.3	All corporate and other proceedings required of Buyer in connection with the transactions contemplated
by this Agreement and by the Ancillary Agreements shall have been performed by Buyer.



 



    	 



    	 



    

 


		9.2.4	No action, suit, investigation or proceeding other than AMTI shall have been instituted or threatened,
in each case that has not been withdrawn, dismissed or ceased to be threatened, to restrain or prohibit or otherwise challenge
the legality or validity of the transactions contemplated hereby. No injunction or restraining order shall have been issued by
any court of competent jurisdiction and be in effect that restrains or prohibits any transaction contemplated hereby No Governmental
Authority shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, injunction or other order
(whether temporary, preliminary or permanent) that remains in effect and that has the effect of making the transactions contemplated
hereby illegal or otherwise restraining, enjoining or prohibiting consummation of the transactions contemplated by this Agreement,
and neither Buyer nor Seller shall have received written notice from any Governmental Authority that it has determined to institute
any suit or proceeding to restrain or enjoin the consummation of the transactions contemplated or to nullify or render ineffective
this Agreement if consummated, or to take any other action that would result in the prohibition or a material change in the terms
of the transactions contemplated.



 


		9.3	Satisfaction of Conditions. Each party must, to the extent reasonably required by the other
party, promptly co-operate with the other party to procure that its respective conditions set out in Sections 9.1 or 9.2, as the
case may be, are satisfied as soon as possible but no later than the Closing Date. Without limitation the foregoing, that obligation
includes:



 


		9.3.1	providing all reasonably necessary and appropriate information; and



		9.3.2	executing all deeds, agreements, instruments, transfers or other documents as may be necessary
or desirable.



 


		9.4	Notice of Satisfaction or Request for Waiver. Seller must give Buyer as soon as possible
after the Effective Date a written notice that specifies that the conditions in Section 9.1 have been satisfied, and the date on
which those conditions were satisfied, and provide documents that evidence to the reasonable satisfaction of Buyer the satisfaction
of those conditions. Buyer must give Seller as soon as possible after the Effective Date a written notice that specifies that the
conditions in Section 9.2 have been satisfied, and the date on which those conditions were satisfied, and provide documents that
evidence to the reasonable satisfaction of Seller the satisfaction of those conditions.



 



    	 



    	 



    

 


		10.	Further Assurances and Undertakings
following Closing



 


		10.1.	To the extent any of the Acquired Assets are not assigned or assignable to Buyer, or if the necessary
consent to such assignment shall not have been obtained by Seller, as of the Closing Date, Seller shall hold in trust for the benefit
of Buyer all of Seller's right, title and interest to such Acquired Assets and assign or deliver the same to Buyer as promptly
as possible following the Closing Date. Seller shall cooperate in any reasonable arrangements proposed by Buyer which seek to provide
Buyer with the use and benefits of such Acquired Assets as of the Closing Date. With respect to any Assigned Agreement not assigned,
transferred, or delivered to Buyer at Closing, the use and benefit of which is requested by Buyer, in the event that Seller is
required to make a payment on behalf of Buyer with respect to such Assigned Agreement, Buyer shall (in its discretion) pay that
amount itself or advance Seller the required amount for the sole purpose of that payment and Seller must provide a duly issued
invoice to Buyer together with receipts evidencing such payment; provided that Seller shall not make a payment under any such Assigned
Agreement without first consulting with Buyer. Without derogating from the foregoing, Seller shall terminate and/or cease order
and/or receipt of work or services under any Assigned Agreement, if requested to do so by Buyer, immediately upon written request
from Buyer, in accordance with the terms of the Assigned Agreement. Without limiting the
foregoing, Seller shall use its best efforts, in cooperation with Buyer, to obtain all third party approvals, and shall
use its best endeavours to submit letters of assignment with regard to all Assigned Agreements and the other Acquired Assets within
four (4) months of the Closing Date. In the event that any required consent as aforesaid is not received within four (4) months
as aforesaid, Buyer shall have the option to inform Seller that the provisions of this Section 10,1 shall cease to apply and all
rights and Liabilities in respect of relevant Asset shall remain with Seller.



 


		10.2	If, after the Closing, Buyer becomes aware that an asset of Seller that was used in respect of
or that is related to the Acquired Assets, including any Intellectual Property, failed to be transferred to Buyer at Closing, Seller
covenants and agrees to transfer any such asset to Buyer promptly upon receipt of notice from Buyer to that effect for no additional
consideration and such asset shall be deemed to form a part of the Acquired Assets for all purposes under this Agreement.



 


		10.3.	After the Closing, Seller shall from time to time, at the reasonable request of Buyer and without
further consideration to Seller, promptly execute and deliver such other instruments of conveyance and transfer as Buyer may reasonably
request in order to more effectively consummate the transactions contemplated herein and to vest in Buyer good and marketable,
legal and beneficial title to the Acquired Assets except in relation to those assets not capable of transfer and that are the subject
of a licence granted pursuant to Section 4. Additionally, after the Closing, Seller shall deliver to Buyer any additional documents,
reports and data related to the Acquired Assets, the Assumed Liabilities, the Technology and the Products requested by Buyer promptly
following such request.



 



    	 



    	 



    

 


		10.4	To the extent assets and rights of Seller in existence at the Closing Date necessary for the exploitation
of the Acquired Assets and the conduct of business in respect thereof are omitted from the Acquired Assets at Buyer's request Seller
will, without additional consideration to it, take all necessary action to transfer the omitted assets or rights to Buyer, pursuant
to a bill of sale or assignment agreement, free and clear of all Liens unless those assets are not capable of transfer and are
the subject of a licence granted pursuant to Section 4. Nothing in this Section 10 shall derogate from the provisions of Section
13.



 


		10.5	After Closing Seller must pay Buyer on demand without set-off, counterclaim or condition the Closing
Payment plus all costs incurred by Buyer in enforcing its Charges if a liquidator is appointed to Seller during the 6 month period
following the Closing Date and the liquidator disclaims this Agreement which results in the sale of the Acquired Assets by Seller
to Buyer being set aside or invalidated.



 


		10.6	On the day immediately after the 6 month anniversary of the Closing Date, Buyer must give Seller
without counterclaim or condition a duly executed Deed of Release and an ASIC Form 312 in respect of the Charge in the form acceptable
to Buyer; provided that no allegation, claim or threat has been made by any person prior to that time which has resulted in or
which has not been rescinded and if compromised, conceded or litigated, could result in any transaction under this Agreement being
void, voidable, unenforceable or defective.



 


		11.	Representations And Warranties of
Seller



 


Seller hereby represents and
warrants to Buyer that except as disclosed in the Disclosure Schedule annexed hereto as Exhibit 11 (which disclosures
shall qualify the corresponding paragraph of this Section 11) the statements contained in this Section 11 are true and correct
as at the Effective Date and will be true and correct as of the Closing Date, as if the Closing Date was substituted for the date
in such representations and warranties.


 


		11.1.	Corporate Organization and Power. Seller is a corporation duly organized and validly existing
under the laws of Australia, and has all requisite corporate power and authority, and all licenses, authorizations, consents and
Approvals of any Governmental Authority required to carry on its business and to own, lease and operate its assets and properties
as now owned, leased and operated, except where the failure to have such a license, authorization, consent or Approval, could not,
individually or in the aggregate, have a Material Adverse Effect.



 



    	 



    	 



    

 


		11.2.	Authorization. Seller has the requisite corporate power and authority to enter into this
Agreement and the Ancillary Agreements and to carry out the transactions contemplated herein and therein. The Board of Directors
and the shareholders of Seller, to the extent required, have taken all action required by Applicable Law, ASX Listing Rules, and
the respective Corporate Documents of Seller and otherwise to duly and validly authorize and approve the execution, delivery and
performance by it of this Agreement, the Ancillary Agreements and the consummation by it of the transactions contemplated herein
and therein and no other corporate proceedings on the part of Seller are, or will be, necessary to authorize this Agreement, the
Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary
Agreements at Closing shall have been, duly and validly executed and delivered by Seller and constitute or shall constitute the
legal, valid and binding obligations of Seller, enforceable against each of them in accordance with their respective terms, subject
to laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors'
rights generally and rules of law governing specific performance, injunctive relief or other equitable remedies.



 


		11.3.	Non-Contravention. Neither the execution, delivery and performance by Seller of this Agreement
or the Ancillary Agreements nor the consummation of the transactions contemplated herein and therein will (i) contravene or conflict
with any Corporate Documents of Seller; (ii) contravene or conflict with or constitute a violation of any provision of any Applicable
Law binding upon or applicable to Seller, or any of the Acquired Assets, which could have a Material Adverse Effect; (iii) result
in the creation or imposition of any Lien on any of the Acquired Assets, or (iv) be in conflict with, constitute (with or without
due notice or lapse of time or both) a default under, result in the loss of any material benefit under, or give rise to any right
of termination, cancellation, increased payments or acceleration under any terms, conditions or provisions of any Assigned Agreements,
Approval, instrument or other material agreement or obligation relating to the Acquired Assets. Without derogating from the foregoing,
the Seller warrants and represents that the execution of this Agreement will not result in any breach under the asset purchase
agreement between Seller and Australian Medical Therapy Investments Pty Ltd in relation to the sale of "Myoconda", which
agreement was terminated on 15 June 2010.



 


		11.4.	Consents and Approvals. Except as described in Exhibit 11.4 hereto (collectively
the "Required Approvals"), no Approval of or notification to any individual or entity or Governmental Authority
is required in connection with the execution, delivery or performance of this Agreement or the Ancillary Agreements by Seller or
the consummation by Seller of the transactions contemplated herein and therein.



 



    	 



    	 



    

 


		11.5.	Acquired Assets. Seller has legal and beneficial ownership and good, valid and marketable
title in and to the Acquired Assets, free and clear of any Liens, other than in respect of: (a) the patents relating to the Acquired
Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the
Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon
delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire
legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens,
other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the
grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for
the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation
of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the
Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled,
leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired
Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding
Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities.



 


		11.6.	Manufacturing and Marketing Rights. Seller has not granted any rights to manufacture, produce,
assemble, license, market or sell any Products and no Person has any rights to manufacture, produce, assemble, license, market
or sell any Products with the exception of the Compounding Chemist.



 


		11.7.	Regulatory Matters.



 


		11.7.1.	Seller has obtained and holds all necessary and applicable Approvals required by any Governmental
Authority to permit the development, preclinical and clinical testing of the Products in jurisdictions where it currently conducts
such activities (for the purposes of this Section 11.7, the "Regulatory Approvals"). Exhibit 11.7.1
sets forth a list and description of each such Regulatory Approval, copies of which have been provided to Buyer. Each Regulatory
Approval is valid and in full force and effect and no event has occurred or condition or state of facts exists which constitutes
or, after notice or lapse of time or both, would constitute a breach or default under any such Regulatory Approval or which permits
or, after notice or lapse of time (other than the expiration of the term of a Regulatory Approval) or both, would permit revocation,
termination or result in a denial to renew of any such Regulatory Approval, or which would reasonably be expected to adversely
affect the rights of Seller under any such Regulatory Approval and (ii) no notice of cancellation, of default or of any dispute
concerning any Regulatory Approval, or of any event, condition or state of facts described in the preceding clause, has been received
by, or is known to, Seller. None of the Regulatory Approvals will be terminated, revoked, modified or become terminable or impaired
as a result of the consummation of the transactions contemplated hereunder and there are no facts or circumstances which could
or may cause any Regulatory Approval to be terminated, revoked, modified or become terminable or impaired. Seller is in compliance
with the terms and conditions of each Regulatory Approval and all applicable reporting requirements for all Regulatory Approvals
including, but not limited to, applicable adverse event reporting requirements.



 



    	 



    	 



    

 


		11.7.2.	Seller has not received any written notice or other written communication from any Governmental
Authority (i) contesting the pre-market clearance or approval of the uses of or the labeling and promotion of any Product or (ii)
otherwise alleging any violation of Applicable Law or Regulatory Approval by Seller or the Products or Technology.



 


		11.7.3.	Seller has not received any notice of, and there are no facts or circumstances with could or may
cause, any recalls, field notifications or seizures or adverse regulatory actions taken or, threatened by any Governmental Authority
with respect to any of the Products, including any facilities where any such Products are produced, processed, packaged or stored,
and Seller has never either voluntarily or at the request of any Governmental Authority, initiated or participated in a recall
of any of the Products or provided post-sale warnings regarding any of the Products.



 


		11.7.4.	The clinical trials with respect to the Technology and the Products have been conducted with reasonable
care and in accordance with the stated protocols for such clinical trials. All clinical trials of the Products intended to be used
to support regulatory clearance or approval have been and are being conducted in compliance with all Applicable Laws in the European
Union, the United States and all other countries where such compliance is required, governing the conduct of such clinical trials.



 


		11.7.5.	All filings with and submissions to all Governmental Authorities made by Seller with regard to
the Products, whether oral, written or electronically delivered, were true, accurate and complete in all material respects as of
the date made, and, to the extent required to be updated, as so updated remain true, accurate and complete as of the date hereof,
and do not misstate any of the statements or information included therein, or omit to state a fact necessary to make the statements
therein not misleading.



 


		11.7.6.	Seller has not received any notice of, and to the best
of the knowledge and belief of Seller after due enquiry there has been no, personal injury or damage to property suffered from
the use of any of the Products or the Technology in any clinical trial or otherwise.



 



    	 



    	 



    

 


		11.8.	Compliance with Applicable Laws. With respect to the transactions contemplated by this Agreement,
the Technology, the Products, the Acquired Assets and the Assumed Liabilities, Seller has not violated or infringed, nor is it
in violation or infringement of, any provision of Applicable Law or any order, writ, injunction or decree of any Governmental Authority
and Seller or Borody and each of its officers, directors, employees and agents have complied with all Applicable Laws. No claims
have been filed or threatened against Seller alleging a violation of any Applicable Law in connection with the Products, the Technology,
the Acquired Assets or the Assumed Liabilities nor does Seller know of any fact or circumstance which may cause such a claim to
be filed against it.



 


The exploitation of the Acquired
Assets or conduct of business with respect to the Acquired Assets comply and have complied with all Applicable Laws relating to
or addressing safety, human health, pollution or protection of the environment, emissions discharges or releases of Hazardous Materials
or the investigation, cleanup or other remediation thereof ("Environmental Laws"). Seller has obtained all environmental,
health and safety Regulatory Approvals necessary for the use and operation by the Company of the Acquired Assets and the conduct
of business with respect to the Acquired Assets and Exhibit 11.8 sets forth a list and description of each such Regulatory
Approval, copies of which have been provided to Buyer. All such Regulatory Approvals are in full force and effect, Seller is and
has been in compliance with all material terms and conditions of such Regulatory Approvals, there is no action or proceeding pending,
alleged in writing or to the knowledge of Seller threatened against Seller to revoke or modify such Regulatory Approvals, and neither
the execution or delivery of this Agreement nor compliance by Seller with any of the provisions herein will result in the termination
or revocation of any such Regulatory Approvals. Seller does not use in the exploitation of the Acquired Assets or conduct of business
with respect to the Acquired Assets any material that is regulated under, or which is the subject of, applicable Environmental
Laws.


 


		11.9.	Approvals. Other than the Regulatory Approvals, there are no other Approvals of any Governmental
Authorities (or of any other Person) necessary for Seller to exploit the Technology and own and operate the Acquired Assets as
currently exploited, owned or operated.



 


		11.10.	Litigation. There are no (i) current actions, suits, claims, hearings, arbitrations, proceedings
(public or private) or current governmental investigations, pending or to the best of the knowledge or belief of Seller after due
enquiry threatened, against or by Seller (collectively, "Proceedings"), nor any Proceedings or investigations
or reviews by any Governmental Authority, pending or to the best of the knowledge and belief of Seller after due enquiry threatened
against or relating to the Products, the Technology, any of the Acquired Assets or Assumed Liabilities or otherwise affecting the
Products, the Technology, any of the Acquired Assets or Assumed Liabilities, or which seek to enjoin or rescind the transactions
contemplated by this Agreement or the Ancillary Agreements; or (ii) existing orders, judgments or decrees of any Governmental Authority
naming Seller or Borody in connection with the Products, the Technology, any of the Acquired Assets or Assumed Liabilities.



 



    	 



    	 



    

 


		11.11.	Assigned Agreements. Except for this Agreement, the Compounding Agreement and any Agreements
listed in Exhibit 11.11, Seller is not a party to or bound by any Agreement with respect to the Acquired Assets or
the conduct of business with respect to the Acquired Assets. Seller has delivered to Buyer true and correct copies (or summaries,
in the case of any oral Agreements) of all agreements listed in Exhibit 11.11. Each of the Assigned Agreements is in full force
and effect and each Assigned Agreement is a legal, valid and binding obligation of Seller, and to the knowledge of Seller each
other party thereto, enforceable against each such party thereto in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and subject to general
principles of equity, and neither Seller nor, to the best of the knowledge and belief of Seller after due enquiry, any other party
thereto is or has been alleged to be in breach, violation or default thereunder and no event has occurred and no condition or state
of facts exists which, with the passage of time or the giving of notice or both, would constitute such a default or breach by Seller
or by any such other party. Seller is not currently renegotiating any of the Assigned Agreements or paying liquidated damages in
lieu of performance thereunder. Complete and correct copies of each Assigned Agreement have heretofore been delivered to Buyer
by Seller. Each Assigned Agreement may be transferred to Buyer pursuant to this Agreement and will continue in full force and effect
thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any rights thereunder
and without the consent, approval or act of, or the making of any filing with, any other party.



 


		11.12.	Restrictions on Business Activities. There is no contract (including covenants not to compete),
judgment, injunction, order or decree binding upon Seller that has or could reasonably be expected to have, whether before or after
consummation of the transactions contemplated by this Agreement, the effect of prohibiting or impairing any current or future business
practice of Seller, any acquisition of property (tangible or intangible) by Seller or the conduct of business by Seller, all as
same relate to the Technology, the Products and the Acquired Assets. Without limiting the generality of the foregoing, Seller has
not entered into any customer or similar Contract that includes “most favored licensee/manufacturer/distributor” or
similar clauses restricting or otherwise impacting the right of Seller to develop, license, manufacture or commercialize the Products
in any manner or under which Seller is restricted from selling, licensing or otherwise distributing any of the Technology or Products
to, or from providing services to, customers or potential customers or any class of customers, in any geographic area, during any
period of time or in any segment of the market.



 



    	 



    	 



    

 


		11.13	Technology Intellectual Property



 


		11.13.1.	Exhibit 11.13.1 lists all Technology Intellectual Property that is registered with,
has been applied for, or has been issued by the U.S. Patent and Trademark Office or a corresponding foreign governmental or public
authority, or that is licensed to or from any third party(ies). Seller has delivered or made available to Buyer complete and accurate
copies of correspondence, Agreements, file histories and office actions relating to the patents and patent applications and invention
disclosures listed in Exhibit 11.13.1. Each item of Technology Intellectual Property owned, licensed or used by Seller immediately
prior to the Closing Date will be owned, licensed to or available for use by Buyer on identical terms and conditions immediately
after the Closing Date once Buyer has attended to the registration of its ownership interest with the relevant Government Authority.



 


		11.13.2.	Each item of Technology Intellectual Property is valid and subsisting, and all necessary registration,
maintenance and renewal fees in connection with such Technology Intellectual Property have been paid and all necessary documents
and articles in connection with such Technology Intellectual Property have been filed with the relevant patent, copyright, trademark
or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such Technology
Intellectual Property. There are no actions that must be taken by Seller within 180 days of the Closing Date, including the payment
of any registration, maintenance or renewal fees or the filing of any documents, applications or articles for the purposes of maintaining,
perfecting or preserving or renewing any Technology Intellectual Property. Seller has not claimed “small business status”
or other special status in the application for or registration of any Technology Intellectual Property.



 


		11.13.3.	Except in relation to the Charges created in accordance with Section 6.1A of this Agreement, Seller
owns, free and clear of any Lien, and possesses all right, title and interest, in and to all Technology Intellectual Property.
The Technology Intellectual Property constitutes all the Intellectual Property necessary for the exploitation of the Technology
and the development and commercialization of the Products. There are no outstanding royalty obligations, honoria, Liens, or limitations
on use related to the Acquired Assets of any Person by reason of the ownership, development, modification, use, license, sublicense,
sale, distribution or other disposition of the Technology Intellectual Property other than the Assumed Liabilities and the Charges
created in accordance with this Agreement, as well as the Compounding Agreement. Seller has taken all reasonable security measures
to protect the secrecy, confidentiality and value of the Technology Intellectual Property.



 



    	 



    	 



    

 


		11.13.4	Exhibit 11.13.4 contains a complete and accurate list and description of all Patents
used in connection with, or necessary to exploit the Acquired Assets or conduct business with respect to the Acquired Assets. Seller
is the sole owner of all right, title, and interest in and to each of the Patents listed in Exhibit 11.13.4 free and clear of all
Encumbrances, equities, and other adverse claims and has the right to use the same without further payment to a third party, except
in relation to: (a) certain Myoconda Patents which are legally owned by Borody for the benefit of Seller as listed on Exhibit 11.13.4;
and (b) the Charges created in accordance with this Agreement.



 


All of the issued Patents listed
in Exhibit 11.13.4 are currently in compliance with all Applicable Law (including payment of filing, examination, and maintenance
fees and proofs of working or use), and are not on the date hereof subject to any maintenance fees, Taxes, or actions falling due
within one hundred eighty days following the date hereof. With respect to all applications for the issuance of Patents listed in
Exhibit 11.13.4, such applications are pending and in good standing and there is no nonextendable filing, action, or response the
due date of which is or will be within one hundred eighty days following the date hereof.


 


No Patent listed in Exhibit
11.13.4 has been or is now involved in any interference, reissue, reexamination, or opposition proceeding, and, to the knowledge
of Seller, there are no potentially interfering patents or patent applications of any third party with respect to such Patents.


 


No Patent listed in Exhibit
11.13.4 has been challenged or, to the knowledge of Seller, threatened in any way.


 


Seller has not expressly agreed
to indemnify any Person for or against any interference, infringement, misappropriation or other conflict with respect to the Patents
listed in Exhibit 11.13.4 with the exception of Borody in relation to those Myoconda Patents which he legally owns for the benefit
of Seller as listed on Exhibit 11.13.4.


 


		11.13.5	Exhibit 11.13.5 identifies each item of the Technology Intellectual Property that
comprises a Trademark or registered design rights (including applications in respect thereof), and also identifies certain (non-exhaustive)
items of the Technology Intellectual Property that comprise a Copyright.



 



    	 



    	 



    

 


		11.13.6.	All Technology Intellectual Property was created solely by either (i) employees of Seller
acting within the scope of their employment who have validly and irrevocably assigned all of their rights, including Intellectual
Property rights therein, to Seller or (ii) other Persons who have validly and irrevocably assigned all of their rights, including
Intellectual Property rights therein, to Seller, and no other Person owns or has any rights to any portion of such Technology Intellectual
Property. Seller is not using, and it will not be necessary to use, (i) any inventions or other Intellectual Property rights
of any of its past or present employees or contractors made prior to or outside the scope of their employment for Seller or (ii) any
confidential information or trade secrets of any former employer of any such person. All personnel, including employees, agents,
consultants and contractors, who have contributed to or participated in the conception or development, or both, of the Technology
Intellectual Property on behalf of Seller and all officers and technical employees of Seller either (i) undertook that work "in
the course of their employment" with Seller in accordance with Applicable Law that has accorded Seller full, effective, sole,
exclusive and original ownership or exclusive license of all tangible and intangible property thereby arising in such Technology
Intellectual Property, or (ii) have executed appropriate instruments of assignment in favor of Seller as assignee that have conveyed
to Seller effective, sole and exclusive ownership or license of all tangible and intangible property arising thereby.



 


		11.13.7.	Seller is the sole and exclusive licensee or recipient of services under the Assigned Agreements
and the sole and exclusive owner or licensee of the Acquired Assets.



 


		11.13.8.	Seller has not transferred ownership of, or, other than under the Compounding Agreement, granted
any exclusive license of or exclusive right to use, or authorized the retention of any exclusive rights in or to joint ownership
of, any Technology Intellectual Property to any other Person.



 


		11.13.9	No Intellectual Property that is or was Technology Intellectual Property has been permitted to
lapse or enter the public domain.



 


		11.13.10	The exploitation of the Technology and the development and commercialization of the Products by
Seller has not infringed, misappropriated or conflicted with and does not infringe, misappropriate or conflict with any Intellectual
Property right of any other Person, nor does same violate the rights of any Person (including rights to privacy or publicity),
or constitute unfair competition or trade practices under the laws of any jurisdiction in which Seller has exploited, owned or
operated the Technology. Seller has not received any notice from any third party of any infringement, misappropriation or violation
by Seller of any Intellectual Property right of any third party and no notice has been received by Seller challenging Seller's
rights to any of the Technology Intellectual Property. No claim by any third party contesting the validity of any Technology Intellectual
Property has been made or, to the knowledge of Seller, is threatened. Seller has not received any offer for a license of Technology
Intellectual Property, including but not limited to patent rights, from any Person in connection with an allegation by such Person
that Seller has infringed or misappropriated any of the Intellectual Property of such Person. Seller has not received any opinion
of counsel that any third party Patent has been, would be or is being directly or indirectly infringed by the exploitation of the
Technology, including with respect to any Product. No third party is infringing any Technology Intellectual Property.



 



    	 



    	 



    

 


		11.13.11	The Assets (including the Products and the Technology) do not comprise any software code.



 


		11.13.12	None of the Technology Intellectual Property that was developed or acquired by Seller was developed
by or on behalf of, or using grants or any other subsidiaries of, any Governmental Authority or any university, and no government
funding, facilities, faculty or students of a university, college, other educational institution or research center or funding
from third parties was used in the development of the Technology Intellectual Property. No current or former employee, consultant
or independent contractor of Seller, who was involved in, or who contributed to, the creation or development of any Technology
Intellectual Property, has performed services for a government, university, college, or other educational institution or research
center during a period of time during which such employee, consultant or independent contractor was also performing services for
Seller.



 


		11.13.13	All Technology Intellectual Property is in such form and is described in sufficient detail and
content to identify and explain the Technology and Products to a qualified individual and to allow the full and proper use of such
Technology and Products by such qualified individual without reliance on the knowledge or memory of any particular other individual.
The Technology Intellectual Property is sufficient for the exploitation of the Acquired Assets or conduct of business with respect
to the Acquired Assets as conducted by Seller.



 


		11.13.14	All Technology Intellectual Property will be fully transferable, alienable and licensable by Buyer
after the Closing without restriction and without payment of any kind to any Person.



 


		11.14.	Insurance. Exhibit 11.14 contains an accurate and complete list of all insurance
Policies owned or held by Seller in connection with or relating to the Technology and the Products (the "Policies").
The Policies are in scope and amount customary and reasonable for businesses of a similar nature and are sufficient to cover all
of Seller's obligations under the Assigned Agreements and under the past clinical trials related to the Technology and the Products.
All of the Policies are in full force and effect and all premiums with respect thereto have been paid. Seller has not been denied
any form of insurance and no policy of insurance has been revoked or rescinded during the past five (5) years.



 



    	 



    	 



    

 


		11.15.	Relations with Suppliers. In connection with the Technology and the Products, no material
current supplier of Seller has canceled any contract or order for provision of, and there has been no threat by any such supplier
not to provide, raw materials, products, supplies or services either prior to or following the Closing Date.



 


11.16.
Indemnification Obligations. Neither Seller nor Borody is a party to any Agreement in connection with the Technology and
the Products that require Seller or Borody to indemnify any Person with the exception of Borody in relation to the transfer of
the relevant Myoconda patents to Buyer at Closing.


 


		11.17.	Absence of Certain Business Practices. Neither Seller, nor any director, officer, employee
or agent of Seller, or any other Person acting on behalf of Seller, has, directly or indirectly, given or agreed to give any gift
or similar benefit or agreed to make or made any payment to any customer, supplier, governmental employee or other person who is
or may be in a position to help or hinder the business of Seller, taken as a whole (or assist it in connection with any actual
or proposed transaction) which (i) would reasonably be expected to subject any of Seller or Buyer to any damage or penalty in any
civil, criminal or governmental litigation proceeding; or (ii) violated or violates any Applicable Law.



 


			Furthermore, there have not been any prepaid expenses made by or to the Seller in respect of the
Acquired Assets, including any deposits with third Parties in respect of future performance.



 


		11.18.	Governmental Funding. There are no outstanding obligations or royalty payments towards any
Governmental Authority related to the Technology or the Products.



 


		11.19	Budget. The Budget annexed hereto as Exhibit 11.19 (the "Budget")
has been prepared in good faith with due diligence, care and consideration, and reflects in good faith Seller's estimation of the
resources necessary to accomplish the matters discussed therein.



 


		11.20	Affiliates. Seller has no Affiliates other than Borody.



 


		11.21.	Taxes. There are no material unpaid Taxes, assessments or public charges of any type or
nature whatsoever, due or payable to any Governmental Authority, which are or could become a Lien or charge against or otherwise
affect any of the Acquired Assets.



 


		11.22	Preferences; Solvency.



 


11.22.1Seller is not now
insolvent within the meaning of section 95A of the Corporations Act and will not be rendered insolvent by any of the transactions
contemplated by this Agreement. Seller is not subject to an administration under Part 5.3A of the Corporations Act. Borody is not
a person who is disqualified from managing corporations under the Corporations Act or bankrupt under the Bankruptcy Act 1966
(Cth).


 



    	 



    	 



    

 


11.22.2Immediately after
giving effect to the consummation of the transactions contemplated by this Agreement: (i) Seller will be able to pay its Liabilities
as they become due in the usual course of its business; (ii)Seller will have assets (calculated at fair market value) that exceed
its Liabilities; and (iii) taking into account all pending and threatened litigation, final judgments against Seller in actions
for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, Seller will be unable
to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such
judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as well as all other
obligations of Seller. The cash available to Seller, after taking into account all other anticipated uses of the cash, will be
sufficient to pay all such debts and judgments promptly in accordance with their terms.


 


11.22.3There are no current
or past creditors of Seller to whom any law, rule or regulation requires the delivery of notice or from whom any form of consent
is required in conjunction with undertaking the transactions contemplated by this Agreement.


 


		11.23	Absence of Material Adverse Changes. Except in connection with the transactions contemplated
hereby, as expressly contemplated by this Agreement or consented to in writing by Buyer, since June 10, 2010, (a) there has
not been any circumstance, effect, change or event that has had or could reasonably be expected to have a Material Adverse Effect
on Seller, and (b) the Technology has been exploited only in the ordinary course of business, consistent with past practice.



 


		11.24	Brokers. Other than a fee payable by Seller to TM Ventures Pty Ltd (ABN 95 128 246 293)
in the amount of 3% of the amounts paid to Seller hereunder, as to which Buyer is not assuming any responsibility, neither Seller
nor any of its directors, officers or employees has engaged any broker, finder, or financial advisor or incurred any liability
for any brokerage fee or commission, finder's fee or financial advisory fee, in connection with the transactions contemplated hereby.



 


		11.25.	Disclosure. Seller has provided Buyer with all information Buyer has requested. Neither
this Agreement (including the Exhibits hereto), the Ancillary Agreements nor any certificates made or delivered in connection herewith
contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein
not misleading, in view of the circumstances in which they were made. To the best knowledge and judgment of Seller, there is no
material fact or information relating to the exploitation of the Acquired Assets or conduct of business with respect to the Acquired
Assets, the Products, the Technology, the Acquired Assets or the Assumed Liabilities that has not been disclosed by Seller to Buyer.



 


		12.	Representations and Warranties of
Buyer



 


Buyer hereby represents and
warrants to Seller that the statements contained in this Section 12 are true and correct as of the Effective Date and the Closing
Date:


 



    	 



    	 



    

 


		12.1.	Corporate Existence and Power. Buyer is a corporation duly organized, validly existing and
in good standing under the laws of the State of Israel and has all requisite corporate power and authority, and all licenses, authorizations,
consents and Approvals of any Governmental Authority, required to carry on its business as conducted prior to the Closing and to
own, lease and operate the assets and properties of Buyer as now owned, leased and operated, except where the failure to have such
a license, authorization, consent or Approval, could not, individually or in the aggregate, have a Material Adverse Effect.



 


		12.2.	Authorization. Buyer has the requisite corporate power and authority to enter into this
Agreement and the Ancillary Agreements and to carry out the transactions contemplated herein and therein. The Board of Directors
of Buyer has taken all action required by Applicable Law and its Corporate Documents and otherwise to duly and validly authorize
and approve the execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements and the consummation
by Buyer of the transactions contemplated herein and therein and no other corporate proceedings on the part of Buyer are, or will
be, necessary to authorize this Agreement, the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby.
This Agreement has been and the Ancillary Agreements at Closing shall have been duly and validly executed and delivered by Buyer
and constitute or shall constitute the legal, valid and binding obligations of Buyer, enforceable against it in accordance with
their respective terms, subject to laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally and rules of law governing specific performance, injunctive relief or
other equitable remedies.



 


		12.3	Resources. Buyer reasonably believes that it has and/or can procure the resources necessary
to commercialize and develop the Acquired Assets in accordance with the Diligence Obligation.



 


		13.	Covenants



 


		13.1.	No Action. Seller agrees that for the period ending on the Closing Date, Seller will not
directly or indirectly, through any agent or otherwise, solicit, accept, initiate or encourage (by providing Confidential Information
or otherwise) submission of proposals or offers from any person or entity or negotiate or suggest negotiations at any future time
with or to any other person any transaction related to or which may affect, directly or indirectly, the exploitation of the Acquired
Assets or conduct of business with respect to the Acquired Assets, the Acquired Assets, the Assumed Liabilities, the Technology
or the Products. The foregoing restriction does not prevent Seller from selling, licensing, or dealing with Hepaconda or Ibaconda
provided that those patents and associated intellectual property are not the subject of the Charges. The foregoing restriction
does not apply if Seller proposes to exercise or exercises its Buy Back Option.



 



    	 



    	 



    

 


		13.2.	Non-Competition.



 


		13.2.1	Restraint. Seller agrees and undertakes that neither Seller
or its Affiliates nor Borody or his Affiliates, will, without the prior written consent of Buyer
directly or indirectly, as owner, part-owner, financier, partner, joint venturer, stockholder,
employee, broker, agent, principal, corporate officer, director, licensor or in any other capacity whatever (a) supply
or grant services or rights similar to or competing with the Products or the Technology; or (b) supply goods or services that
assist any other person, entity, or organization in competing or in preparing to compete with the
Products or the Technology; all provided that Borody may, in the context of his private medical practice as a gastroenterologist
in his own private clinic treat patients afflicted with the same indications that the Products treat; provided that Borody does
not use the Technology Intellectual Property and provided further that Borody shall provide Buyer with prior written notice of
such activities and Buyer shall have a right of first refusal to purchase rights to such treatments on terms substantially similar
to those of a bona fide offer by a third party. The foregoing restrictions do not prevent Seller from selling, licensing, or dealing
with Hepaconda or Ibaconda provided that those patents and associated intellectual property are not the subject of the Charges.
The foregoing restrictions do not apply if Seller proposes to exercise or exercises its Buy Back Option. 



 


		13.2.2	Period of Restraint. The undertakings in Sections 13.1 and 13.2 are given for a period commencing
on the Effective Date and ending on



 


		(a)	the date on which the Seller is no longer entitled to receive payments in accordance with Section 6.1 of this Agreement;



 


		(b)	the tenth anniversary of the Effective Date; or



 


		(c)	the fifth anniversary of the Effective Date; or



 


		(d)	the date that is one year after the Closing Date; or



 


		(e)	the exercise of the Buy Back Option in respect of the Relevant Therapy.



 


		13.2.3	Geographic Restraint. The undertakings given in Section 13.1 only apply if the activity prohibited under this clause
occurs:



 


		(a)	globally;



 


		(b)	within Israel, Australia, North America, Europe, or Asia;



 


		(c)	within Israel, Australia, North America, or Europe;



 


		(d)	within the United States of America;



 


		(e)	within Israel or Australia;



 


		(f)	within Australia.



 



    	 



    	 



    

 


		13.2.4	Sections 13.2.1, 13.2.2, and 13.2.3 have effect together as if they consisted of separate provisions,
each being independent and severable from each of the others. Each separate provision results from combining each undertaking in
Section 13.2.1 with each period in Section 13.2.2 and combining each of those combinations with each separate area inSection 13.2.3.
If any of those separate provisions is invalid or otherwise unenforceable for any reason, the invalidity or unenforceability shall
not affect the validity or enforceability of any of the other separate provisions or other combinations of those separate provisions
of Sections 13.2.2 and 13.2.3.



 


		13.2.5	This Section 13.2.1 does not restrict:



 


		(a)	Borody (or any other employee of Seller) from performing any employment agreement with Buyer or
conducting his medical clinic;



 


		(b)	Seller or its Affiliates or Borody or his Affiliates holding 1% or less of any class of stock or
securities of a publicly listed company, provided that Seller or its Affiliates and Borody or his Affiliates have no active role
in that company;



 


		(c)	Seller or its Affiliates recruiting a person through a recruitment agency (except if the agency
targets Buyer's employees) or as a response to a newspaper, web page or other public employment advertisement;



 


		(d)	Seller from selling, licensing, or dealing with Hepaconda or Ibaconda provided that those patents
and associated intellectual property are not the subject of the Charges or part of the Technology Intellectual Property or licensed
to Buyer under Section 4 hereto;



 


		(e)	Seller from proposing to exercise or exercising its Buy Back Option;



 


		(f)	Seller from enjoying the full incidents of ownership of the Relevant Therapy acquired by it as
a result of exercising its Buy Back Option.



 


		13.2.6	The Seller acknowledges that:



 


		(i)	all the prohibitions and restrictions contained in this Sections 13.2.1, 13.2.2., 13.2.3 and 13.2.4
are reasonable in the circumstances and necessary to protect the goodwill in the Products and Technology acquired by Buyer;



 


		(ii)	damages are not an adequate remedy if Section 13.2.1 is breached; and



 



    	 



    	 



    

 


		(iii)	Buyer may apply for injunctive relief if:



 


		(A)	Seller or its Affiliate breaches or threatens to breach Section 13.2.1; or



 


		(B)	it believes Seller or its Affiliate is likely to breach Section 13.2.



 


		13.3	Operations Prior To Closing. During the period from the Effective Date and continuing until
the Closing, Seller agrees to exploit the Technology in the ordinary course of business consistent with past practice. Furthermore,
Seller agrees to pay all indebtedness when due, to use reasonable efforts to pay or perform other obligations when due and agree
to preserve the business conducted with respect to the Acquired Assets, the Acquired Assets and Technology and preserve the relationships
of Seller with suppliers, investigators, distributors, licensors, licensees, and others having business dealings with them, all
with the goal of preserving unimpaired the goodwill and ongoing businesses of Seller relating to the Acquired Assets and the Assumed
Liabilities, the Technology and the Products at the Closing. Without limiting the generality of the foregoing, except (i) as expressly
contemplated herein or (ii) with the prior written consent of Buyer, Seller shall not until Closing:



 


		13.3.1.	    sell, license or transfer to any person or entity any rights to any of the Acquired Assets, the
Assumed Liabilities, the Technology or the Products or enter into any agreement or undertake any new obligation with respect to
any of the same, with any person or entity;



 


		13.3.2.	   terminate or extend, or amend, waive, modify, or violate the terms of, any Agreement related to
the Acquired Assets, the Assumed Liabilities, the Technology or the Products;



 


		13.3.3.	   incur any indebtedness or create a Lien over any of the Acquired Assets, the Assumed Liabilities,
the Technology or the Products other than in relation to the Advance and Charges.



 


		13.3.4.	   enter into any transaction for a merger of Seller or the sale of all or substantially all of the
shares of Seller, which may affect, directly or indirectly, the Acquired Assets, the Assumed Liabilities, the Technology or the
Products.



 


		13.4.	Material Adverse Effect. Seller shall immediately notify Buyer, in writing, when it becomes
aware of the occurrence of any event or condition which may have a Material Adverse Effect on the technological and/or business
status, condition or prospects of the Acquired Assets, the Assumed Liabilities, the Technology or the Products, or of any complaints,
investigations or hearings (or communications indicating that the same may be contemplated) of any Governmental Authority or any
adjudicatory or arbitral proceedings against any of the Acquired Assets, the Assumed Liabilities, the Technology, the Products
or Seller, and shall keep Buyer fully informed of such events and shall permit Buyer prompt access to all necessary materials prepared
in connection therewith provided that Seller does not lose the right to assert "legal professional privilege" over those
documents. If Seller is unable to provide Buyer with a document because it would lose the right to assert "legal professional
privilege" over that document, then Seller must pursue any viable alternatives (if any) which will provide Buyer with substantially
similar information.



 



    	 



    	 



    

 


		13.5.	Insolvency Events. Following the Closing, Seller undertakes:



 


		13.5.1	    not to voluntarily effect the winding up or dissolution of Seller, if the Seller is solvent in
accordance with the provisions of the Corporations Act;



 


		13.5.2	   to notify Buyer immediately upon the commencement of any Insolvency Event or any other event that
could reasonably lead to an Insolvency Event; and



 


		13.5.3	   to promptly, at its expense, take all measures as are required for preventing, discharging, terminating,
removing or achieve a stay of any Insolvency Event.



 


		13.6.	Assistance. Following the Closing and if so requested by Buyer, Seller will reasonably assist
Buyer at Buyer's expense in registering Buyer's rights in and to the Technology Intellectual Property with all Governmental Authorities
with which Buyer shall choose to register the same, including in the preparation and submittal of all applications and other documents
in connection therewith. At Buyer's request, Seller will execute all documents reasonably required in order to effect such registrations.



 


Without derogating from the
foregoing, Seller hereby irrevocably undertakes to execute all rightful oaths, assignments, powers of attorney and other papers;
communicate to Buyer all facts known and documents available to Seller relating to the Acquired Assets and the history thereof
which Buyer shall reasonably consider desirable for aiding in securing its rights in and to the Acquired Assets.


 


From and after execution of
this Agreement and for a period of 3 months following the Closing (the “Knowledge Transfer Period”), Seller
shall transfer to representatives of Buyer the know-how necessary or beneficial for the development and manufacture of Products.


 


		13.7.	Use of Name and Trademarks. Seller agrees on behalf of itself and its Affiliates, that from
and after the Closing that it will not use the names “Myoconda®”, “Heliconda®”, and “Picoconda®”
or any abbreviation of or derivation from such names or any names similar to them in any form whatsoever, including in respect
of advertising and promotional materials, except as required in reports to regulatory authorities (including ASX and ASIC), in
audit reports for the Seller’s annual reports, and in communications to Seller’s shareholders in respect of Revenue
Sharing Payments and sublicensing fees received hereunder. Seller agrees that from and after the Closing, it will not use, license
or authorize any third party to use, any other name, slogan, logo, trade name or trademark (“Name”) or any abbreviation
of or derivation from any such Name or any Name similar to any Name used in connection with the Acquired Assets or the Technology
or the Products as of the Closing Date.



 



    	 



    	 



    

 


		13.8	Access to Information. During the period from the Effective Date until the earlier of Closing
or termination of this Agreement, (i) Seller shall afford Buyer and its accountants, counsel and other representatives, reasonable
access during normal business hours to (A) all of Seller’s properties, books, contracts, commitments and records relating
to the Technology and the Acquired Assets and (B) all other information concerning the business, properties and personnel
of Seller relating to the Technology and the Acquired Assets as Buyer may reasonably request, and (ii) Seller shall provide
to Buyer and its accountants, counsel and other representatives true, correct and complete copies of internal financial statements
promptly upon request.



 


Subject to compliance with Applicable
Law, until the earlier of the termination of this Agreement and the Closing, Seller shall cause the officers of Seller to confer
from time to time as reasonably requested by Buyer with one or more representatives of Buyer to discuss any material changes or
developments in the operational matters of Seller and the general status of the ongoing business and operations of Seller, as relates
to the Acquired Assets.


 


No information or knowledge
obtained in any investigation in accordance with this Section 13.8 shall affect or be deemed to modify any representation or warranty
contained herein or the conditions to the obligations of the parties hereto to consummate the transactions contemplated by this
Agreement.


 


		13.9	No Liability for Employees. Buyer does not assume any obligation of Seller to any of its
employees or consultants, or to any former employees or consultants of Seller and Seller shall remain solely and exclusively responsible
and liable therefor.



 


		13.10.	Public Statement. Except if Seller needs to respond to any inquiry made by the ASX or make
an urgent announcement, the parties shall use their reasonable endeavours to agree upon a statement or communication to the public
or press or announcement to the ASX concerning this Agreement to be released upon the Closing. All other statements or communications
to the public or press concerning the transactions contemplated hereunder shall be mutually agreed upon, other than statements
and communications which contain information which was previously released as agreed upon between the parties, for which approval
is not required. Nothing herein shall prevent a party hereto from releasing any information if required to do so by Applicable
Law, in which case best efforts to consult with the other parties will be made prior to any such release so that they may seek
a protective order or other appropriate remedy, and further provided that in the event that such protective order or other remedy
is not obtained, the disclosing party shall furnish only that portion of the information which is legally required. Notwithstanding
the aforesaid, until the Closing, the parties may individually contact all relevant third parties in connection with the third
party approvals and/or letters of assignment contemplated by this Agreement and following the Closing, any such contact shall be
made only by Buyer or at Buyer's request by the parties together.



 



    	 



    	 



    

 


		13.12	Costs and Expenses of Transfer. All costs and expenses related to the assignment of the
Acquired Assets and the Assumed Liabilities to Buyer shall be borne by Seller.



 


		13.13	Access to Records. For a period of seven (7) years after the date of the last payment made
in accordance with Section 6.2, Buyer and its representatives shall have reasonable access to all of the books and records relating
to the Acquired Assets which Seller or any of its Affiliates may retain after the Closing Date. Such access shall be afforded by
Seller and its Affiliates upon receipt of reasonable advance notice and during normal business hours. If Seller or any of its Affiliates
shall desire to dispose of any of such books and records prior to the expiration of such seven (7) year period, Seller shall, prior
to such disposition, give Buyer a reasonable opportunity, at Buyer’s expense, to segregate and remove such books and records
as Buyer may select.



 


		13.14	Combination Products. If Buyer sells a Combination Product during the term of this Agreement,
then Buyer must promptly enter into good faith negotiations with Seller with a view to agreeing the value of the other product
or device included in the Combination Product before any Revenue Sharing Payments are made in respect of that Combination Product.
Buyer must also provide all information reasonably requested to determine the value of the other product or device included in
the Combination Product. If the parties are unable to agree the value of the other product or device included in the Combination
Product, then the dispute will be resolved in accordance with Section 17.5.



 


		13.15	Loss Leaders. If Buyer gives away Products free of charge as ‘loss-leaders’
in order to promote sales of other products, Net Sales of such Products will be calculated based on the average unit selling price
of such Product at the relevant time.



 


		13.16	Insurance. Buyer agrees to procure and maintain from a reputable insurer insurance policies
against such liabilities in respect of the development and commercialization of the Products as are customary and necessary in
the industry.



 



    	 



    	 



    

 


		13.17	Patents. Buyer undertakes to inform Seller in writing promptly if Buyer decides not to prosecute
and maintain a Patent. In such event Seller shall have the right to take over the prosecution, maintenance, development and commercialization
of that Patent within the relevant jurisdiction at its own cost and expense by giving Buyer a written notice of its intention to
do so within 30 days of receiving the written notice from Buyer. If Seller exercises its foregoing right then: (a) Buyer will promptly
provide all information reasonably requested by Seller for the sole purpose of assisting Seller to prosecute, maintain, develop
and commercialise the Patent in the relevant jurisdiction; and (b) Seller will have the right to all revenue received from sales
of the Product made by Seller pursuant to such Patent in the relevant jurisdiction notwithstanding anything to the contrary in
this Agreement. The foregoing right does not prejudice the right of Seller to exercise its Buy Back Option pursuant to Section
5.2 in respect of the Relevant Therapy.



 


		14.	Confidentality



 


		14.1	Subject to any obligation to comply with Applicable Law, ASX Listing Rule, court order, and except
as expressly set forth herein, whether or not the transactions contemplated hereby are consummated, all information obtained by
each party hereto (the “receiving party”) about the other party hereto (the “disclosing party”) shall be
maintained in strict confidence and the receiving party shall cause its affiliated entities, officers, employees and agents to
keep such information strictly confidential. In addition, receiving party shall not make any use of such information other than
strictly for purposes hereof. If this Agreement is terminated for any reason, receiving party shall promptly return or cause to
be returned to the disclosing party all written data, information, files, records and copies of documents in whatever form, obtained
by receiving party in connection with the transactions contemplated hereby. In the event that the receiving party is subject to
disclosure duties under Applicable Laws, the receiving party shall have the right to make any disclosure of information only to
the extent required under such laws. Furthermore, this confidentiality undertaking shall not apply with regard to information which:
(i) is or becomes generally available to the public other than as a result of disclosure thereof by any receiving party; (ii) is
lawfully received by the receiving party or any affiliate thereof from a third party under no obligation of confidentiality or
nondisclosure to the disclosing party; (iii) the receiving party or any affiliate thereof had prior knowledge with respect thereto,
as evidenced in written records. Notwithstanding the aforesaid, in connection with periodic and financial reports to its shareholders,
the receiving party may make general statements regarding the nature and progress of the transaction. A receiving party may disclose
the existence of this Agreement, the terms of this Agreement, and any Confidential Information to its professional advisers provided
those advisers are subject to an obligation of confidentiality. All obligations of Buyer under this Section 14.1 shall terminate
with respect to the Acquired Assets and the Assumed Liabilities simultaneously with the Closing.



 



    	 



    	 



    

 


		14.2	From and after the Closing, Seller shall hold in strict confidence from any Person and shall not,
directly or indirectly, disclose, divulge or make any unauthorized use of, and shall cause its Affiliates and its and their respective
representatives to hold in strict confidence from any Person and to not, directly or indirectly, disclose, divulge or make any
unauthorized use of, any Confidential Information. As used herein, the term “Confidential Information” shall
mean and include any and all non-public information relating to the Acquired Assets, the Assumed Liabilities, and include any documents
and information provided by a disclosing party to a receiving party in accordance with this Agreement that does not satisfy the
carveouts set out in Sections 14.1(i) to 14.1(iii).



 


		14.3	Seller, on behalf of itself, its Affiliates and its representatives, acknowledges that in view
of the nature of the Confidential Information and the objectives of each of Buyer and Seller in entering into this Agreement, the
restrictions contained in Section 14.2 are reasonable and necessary to protect the legitimate business interests of Buyer after
the Closing, and that any breach or threatened breach of the provisions of Section 14.2 will cause irreparable injury to Buyer
for which an adequate monetary remedy does not exist. Accordingly, in the event of any such breach or threatened breach of this
Section 14.2, Buyer shall be entitled, in addition to the exercise of other remedies, to seek and obtain injunctive relief, without
necessity of posting a bond, restraining Seller, its Affiliate or its representatives, as applicable, from committing such breach
or threatened breach.



 


		15.	Termination.



 


		15.1	Termination. At any time prior to the Closing, this Agreement may be terminated, as follows:



 


		15.1.1	by mutual written consent of Buyer and Seller;



 


		15.1.2	   by either Buyer, if the Closing shall not have occurred on or before 45 days following the Effective
Date (the “Termination Date”); provided, however, that the right to terminate this Agreement under this Section
‎15.1.2 shall not be available to Buyer if it is in material breach of this Agreement and such breach of this Agreement has
resulted in the failure of the Closing to occur on or before the Termination Date;



 


		15.1.3	   by either Buyer or Seller, if any permanent injunction or other order of a court or other competent
Government Authority preventing the consummation of the transactions contemplated by this Agreement shall have become final and
nonappealable.



 


		15.1.4	   by Buyer if there shall be any action taken, or any statue, rule, regulation or order enacted,
promulgated or issued or deemed applicable to the transactions contemplated hereby by any Governmental Authority, that would (i)
prohibit Buyer’s ownership or operation of any portion of the Acquired Assets or (ii) compel Buyer to dispose of or hold
separate all or any portion of the Acquired Assets as a result of the transactions contemplated hereby.



 



    	 



    	 



    

 


		15.1.5	   by Buyer, if Seller has committed a material breach of any representation, warranty or covenant
contained herein as qualified by the Disclosure Schedule and such material breach shall not have been cured within thirty days
after receipt by Seller of a written notice of such material breach provided, however, that no such cure period shall be available
or applicable to any such material breach which by its nature cannot be cured.



 


		15.1.6	   by Seller, if Buyer shall has committed a material breach of any representation, warranty or covenant
contained herein and such breach shall not have been cured within thirty days after receipt by Buyer of a written notice of such
material breach provided, however, that no such cure period shall be available or applicable to any such breach which by its nature
cannot be cured.



 


		15.2	Effect of Termination. If this Agreement is terminated in accordance with Section 15.1,
this Agreement shall forthwith become void and there shall be no liability or obligation on the part of Buyer or Seller or their
respective officers, directors, shareholders or Affiliates; provided, however, that each party hereto shall remain liable for any
breaches of this Agreement prior to its termination; and provided, further, that the provisions of Sections  7 [Record Retention
and Audit], 13.13 [Access to Records], 14 [Confidentiality], 16 [Indemnification; Set –Off Right], 17 [Dispute Resolution],
18.3 [Taxes and Expenses], and 18.5 [Governing Law; Jurisdiction] shall remain in full force and effect and survive any termination
of this Agreement.



 


		16.	Indemnification; Set-Off Right



 


		16.1.	Indemnification by Seller. Seller shall indemnify, defend and hold harmless Buyer, its Affiliates,
and each of their respective officers, directors, employees, agents and shareholders ("Buyer Protected Parties"),
from and against any and all Damages which any of them may suffer, sustain or become subject to, as a result of (i) any material
breach of warranty or inaccuracy in any representation of Seller contained in this Agreement; (ii) any breach of, or failure to
perform, any covenant or agreement of Seller contained in this Agreement or any Ancillary Agreement; (iii) the failure of Seller
to pay perform or discharge any Retained Liability, including any liability to TM Ventures Pty Ltd as described in Sectionn11.24;
(iv) any failure by Seller to obtain, prior to Closing, any consent set forth in Exhibit 11.4; and (v) enforcing the indemnification
rights pursuant to this Section. Without derogating from the foregoing, Seller shall indemnify, defend and hold harmless the Buyer
Protected Parties, from and against any and all Damages which any of them may suffer, sustain or become subject to, as a result
of any claim, action or proceeding by Australian Medical Therapys Investments Pty Limited.



 



    	 



    	 



    

 


		16.2	Limitations on Liability.



 


16.2.1      Time.
Buyer can only make a claim for breach of warranty under Section 16.1(i) if it has given written notice to Seller of the general
nature of the claim within 24 months following the Closing Date in respect of any claim for breach of warranty as aforesaid; provided
however, Buyer may make a claim for breach of warranty in respect of Sections 11.1, 11.2, 11.5, 11.13 and 11.20 during the period
of the statute of limitations in respect thereof.


 


16.2.2.      Indemnification
Threshold. The Buyer Protected Parties may not recover Damages from Seller in respect of any claim for breach of warranty under
Section 16.1(i) unless and until Damages have been incurred, paid or accrued in an aggregate amount greater than USD $10,000.


 


16.2.2      Maximum
Liability. Notwithstanding anything to the contrary in this Agreement, or any other right (whether arising under this Agreement,
at common law, under any statute or otherwise), the total amount which Buyer may recover from Seller for any and all loss arising
under or in relation to a breach of warranty under Section 16.1(i) will not exceed an amount equal to the Closing Payment and any
amounts due or paid to Seller from Buyer hereunder on account of Revenue Sharing Payments.


 


16.2.3      General
Limitations. Seller’s liability under a claim for any loss made by Buyer or its Affiliates against Seller will be reduced
or extinguished to the extent that loss: (a) is contingent, unless and until the loss becomes an actual loss and is due and payable;
(b) arises from any act or omission by or on behalf of Seller at the written direction or instruction of Buyer; (c) arises from
act or omission after Closing by or on behalf of Buyer or its Affiliates that is in breach of this Agreement; (d) is special, indirect
or consequential damage including loss of profit; or (e) has been accurately and fairly disclosed in the Disclosure Schedule.


 


16.2.4      No
Limitation. The foregoing limitations of liability shall not apply in the event of fraud or willful misconduct.


 


		16.2.	Indemnification by Buyer. Subject to the provisions of Section 16.1, Buyer shall indemnify,
defend and hold harmless Seller, its Affiliates, and each of their respective officers, directors, employees, agents and shareholders
("Seller Protected Parties") from and against any and all Damages which any of them may suffer, sustain or become
subject to, as a result of (i) any misrepresentation in any of the representations and warranties of Buyer contained in this Agreement;
(ii) any material breach of, or failure to perform, any covenant or agreement of Buyer contained in this Agreement or in any Ancillary
Agreement; and (iii) any and all Damages incurred in connection with enforcing the indemnification rights pursuant to this Section.
The foregoing indemnity is subject to the ‘General Limitations’ set forth in Section 16.2.3 and all references
in that Section to "Buyer" shall be read as a reference to "Seller", and vice versa.



 



    	 



    	 



    

 


		16.3	Notice of Claims. Any Protected Party (the “Indemnified Party”) seeking
indemnification hereunder shall give to the party obligated to provide indemnification to such Indemnified Party (the “Indemnifying
Party”), as soon as reasonably practicable, a notice describing in reasonable detail the facts giving rise to any claim
for indemnification hereunder and shall include in such notice (if then known) the amount or the method of computation of the amount
of such claim, and a reference to the provision of this Agreement or any other agreement, document or instrument executed hereunder
or in connection herewith upon which such claim is basedprovided, that a notice in respect of any pending or threatened action
at law or suit in equity by a third Person as to which indemnification will be sought (each such action or suit being a “Third
Person Claim”) shall be given promptly, but no later than 15 days, after the action or suit is commenced or threatened
in writing; provided further that failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder
except to the extent it shall have been prejudiced by such failure.



 


		16.4	Third Person Claims.



 


16.4.1      If
(i) a Third Person Claim against any Indemnified Party is solely for money damages or, (ii) where Seller is the Indemnifying Party,
the Third Person Claim will have no continuing effect in any material respect on any Buyer Protected Party, the Acquired Assets
and, in each case, the Indemnifying Party has acknowledged and agreed in writing that, if the same is adversely determined, the
Indemnifying Party has an obligation to provide indemnification to the Indemnified Party in respect thereof, then the Indemnifying
Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any
Third Person Claim against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any
Indemnitor hereunder, and in any such case the Indemnified Party shall fully cooperate in connection therewith and shall promptly
furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals
as may be reasonably requested by the Indemnifying Party in connection therewith; provided, that:


 


		(i)	the Indemnified Party may participate, through counsel chosen by it and at its own expense, in
the defense of any such Third Person Claim as to which the Indemnifying Party has so elected to conduct and control the defense
thereof; and



 


		(ii)	the Indemnifying Party shall not, without the written consent of the Indemnified Party (which written
consent shall not be unreasonably withheld or delayed), pay, compromise or settle any such Third Person Claim.



 


Notwithstanding the foregoing,
the Indemnified Party shall have the right to pay, settle or compromise any such Third Person Claim, provided, that in such event
the Indemnified Party shall waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the
consent of the Indemnifying Party to such payment, settlement or compromise and such consent was unreasonably withheld, in which
event no claim for indemnity therefor hereunder shall be waived.


 



    	 



    	 



    

 


16.4.2      The
Indemnified Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement
of any Third Person Claim not covered in Section 16.4.1 against such Indemnified Party as to which indemnification will be sought
by any Indemnified Party from any Indemnifying Party hereunder, and in any such case the Indemnifying Party shall cooperate in
connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings,
hearings, trials and appeals as may be reasonably requested by the Indemnified Party in connection therewith; provided, that:


 


		(i)	the Indemnifying Party may participate, through counsel chosen by it and at its own expense, in
the defense of any such Third Person Claim as to which the Indemnified Party has so elected to conduct and control the defense
thereof; and



 


		(ii)	the Indemnified Party shall not, without the written consent of the Indemnifying Party (which written
consent shall not be unreasonably withheld), pay, compromise or settle any such Third Person Claim, except that no such consent
shall be required if, following a written request from the Indemnified Party, the Indemnifying Party shall fail, within 14 days
after the making of such request, to acknowledge and agree in writing that, if such Third Person Claim shall be adversely determined,
such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified Party.



 


		16.5	Buyer's Set-Off Right. Except where contemplated by this Agreement, Buyer shall be entitled
to set-off against any amounts otherwise payable by Buyer to Seller under this Agreement or the Ancillary Agreements any amounts
(i) paid or borne by Buyer (including without limitation in respect of the filing and/or registration of each or any of the Charges
hereunder) which should have been paid or borne by Seller hereunder, and (ii) to which Buyer is entitled based on a claim for indemnification
by Buyer under this Section 16 (including without limitation, Royalty payments). Neither the exercise of, nor the failure to exercise,
such right of set-off will constitute an election of remedies or limit Buyer in any manner in the enforcement of any other remedies
that may be available to it.



 


		16.6	Payments affecting Purchase Price. Any payment made by Seller to Buyer in respect of any
claim under or in relation to this Agreement will be a reduction of the Closing Payment. Any payment (including reimbursement)
made by Buyer to Seller in respect of any claim under or in relation to this Agreement will be an increase in the Closing Payment.



 



    	 



    	 



    

 


		17.	Dispute Resolution



 


		17.1	Disputes.    A party to this Agreement must not commence legal proceedings
against another party to this Agreement, unless the party wishing to commence legal proceedings has first complied with Sections
17.2 to 17.5 (inclusive). Sections 17.2 to 17.5 (inclusive) shall not apply if a party seeks an interlocutory injunction or order
of equitable relief from a court. The provisions of this Section 17 do not apply in relation to a dispute arising from the results
of an audit which shall be resolved in accordance with the provisions of Section 7.2.



 


		17.2	Notice of Dispute.    When a party claims that a dispute has arisen
under this Agreement, that party must serve a written notice of that dispute to the other party.



 


		17.3	Appointment of Representative.    Following the notification of a dispute
pursuant to Section 17.2, the parties must each within three days appoint a representative to resolve the dispute. The representatives
appointed pursuant to this Section 17.3 shall make good faith efforts to resolve the dispute within 30 days of the other party
receiving the notification in accordance with Section 17.2.



 


		17.4	Independent Expert.    If the parties are unable to resolve the dispute
in accordance with Section 17.3 and the dispute relates to the fair market value of the consideration received from the Product
sales or the value of Net Sales generated from Combination Products or the fair market value of the Products given away as 'loss
leaders', then the parties will appoint an independent expert to resolve that dispute. If the parties are unable to agree the independent
expert within 5 days of the expiry of the notice period referred to in Section 17.3, then a party may ask the head of the Institute
of Certified Public Accountants in Israel to appoint an independent accountant to resolve the dispute. Both parties must co-operate
with the independent expert in good faith and provide all information reasonable required by the independent expert provided that
expert is subject to a confidentiality obligation. The independent expert must provide its draft report to Seller and Buyer for
their reasonable comment and review before finalizing same. The independent expert must provide its draft recommendations within
30 days of the date of their appointment. The parties must provide their comments on the draft report of the independent expert
within 5 days of receiving same. The independent expert must take into account the parties' comments on the draft recommendations
and finalize his report within 5 days of the expiry of the 5 day consultation period. A failure by a party to do so will be deemed
to constitute an acceptance of the recommendations of the independent expert. The determination of the independent expert will
be final and binding on the parties in the absence of manifest error. The costs of the independent expert will be shared by the
parties equally. This provision will not apply if a dispute in relation to the value of Net Sales generated from Combination Products
or 'loss leaders' arises as part of an audit which is to be resolved in accordance with Section 7.2.



 



    	 



    	 



    

 


		17.5	Commencement of Legal Proceedings.    If: (a) the parties have not reached
agreement upon a mechanism for the resolution of a dispute within 30 days after the notification of the dispute or any additional
period upon pursuant to Section 17.3; (b) the independent expert has not delivered a report within 30 days of being instructed
to do so or has failed to finalize his report within the prescribed timeframe or his finalized report contains manifest errors;
or (c) any party (other than the party notifying the dispute) shall fail to observe the timetable referred to in Section 17.5,
any party may commence proceedings in any court of competent jurisdiction in relation to that dispute. The parties are not entitled
to commence litigation in relation to the findings of an independent expert appointed in accordance with Section 7.2 or 17.4 unless
the report of the independent expert contains manifest errors.



 


		18.	Miscellaneous



 


		18.1.	Notices. All notices, requests, demands, claims and other communications hereunder shall
be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) if personally
delivered, when so delivered; (ii) if given by facsimile, once such notice or other communication is transmitted to the facsimile
number specified below and electronic confirmation is received; (iii) if sent by email, when the addressee acknowledges receipt
of the email; or (iv) if sent through an overnight delivery service in circumstances to which such service guarantees second day
international delivery, the second day following being so sent:



 


If to Seller, addressed to:


 


Giaconda Limited

Ground Floor

44 East Street

FIVE DOCK NSW 2046


AUSTRALIA


Fax: +61 2 9712 1469


Attention: Chief Executive Officer


 


If to Buyer, addressed to:


 


RedHill Biopharma Ltd.


42 Givati Street


Ramat-Gan 52232, Israel


Attention: Mr. Dror Ben-Asher


 



    	 



    	 



    

 


or to such other place and with
such other copies as any of the parties may designate as to itself by written notice to the others.


 


Any party may give any notice,
request, demand, claim or other communication hereunder using any other means, but no such notice, request, demand, claim or other
communication shall be deemed to have been duly given unless and until it actually is received by the individual for whom it is
intended. Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to
be delivered by giving the other parties notice in the manner herein set forth.


 


		18.2.	Amendments; No Waivers.



 


		18.2.1.	Subject to Applicable Law, any provision of this Agreement may be amended or waived if, and only
if, such amendment or waiver is in writing and signed, in the case of an amendment, by both parties hereto, or in the case of a
waiver, by the party against whom the waiver is to be effective.



 


		18.2.2.	No waiver by a party of any default, misrepresentation or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty
or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence. No failure or delay
by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.



 


		18.3.	Taxes and Expenses. Except as otherwise provided herein, all costs, fees, taxes, stamp duties
and expenses incurred in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and
in closing and carrying out the transactions contemplated hereby shall be paid by the party incurring such cost, tax, stamp duty,
or expense; provided, however, that Seller shall be solely responsible for all stamp duty payable in Australia in connection with
this Agreement.



 


		18.4.	Assignment. Buyer may assign or transfer this Agreement, whether in whole or part, or any
of its rights or obligations under this Agreement, to any third party upon the provision of written notice to Seller.



 


Seller may not assign or transfer
this Agreement to any third party, whether in whole or part, without the prior written consent of Buyer not to be unreasonably
withheld. The foregoing restriction does not apply to the assignment by Seller of all of its rights under this Agreement to an
Affiliate and an assumption by that Affiliate of all of the obligations of Seller under this Agreement provided Seller gives Buyer
written notice of that assignment; provided that such assignment shall not release Seller from its obligations hereunder.


 



    	 



    	 



    

 


		18.5.	Governing Law; Jurisdiction. This Agreement and its interpretation shall be governed by,
construed and enforced in accordance with the laws of the State of New South Wales and the Commonwealth of Australia (regardless
of the laws that might otherwise govern under applicable principles of conflicts of law). Any dispute arising under or in relation
to this Agreement shall be resolved exclusively in the competent court located in London, England, and each of the parties hereby
irrevocably submits to the exclusive jurisdiction of such courts.



 


		18.6.	Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts
and the signatures delivered by facsimile, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart
hereof signed by the other parties hereto.



 


		18.7.	Entire Agreement. This Agreement (including the Ancillary Agreements, all Exhibits and all
other agreements referred to herein or therein which are hereby incorporated by reference) constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both
written and oral, between the parties with respect to the subject matter of this Agreement, including, without limitation, the
Term Sheet. Neither this Agreement nor any provision hereof is intended to confer upon any Person other than the parties hereto
any rights or remedies hereunder.



 


		18.8.	Captions. The captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof. All references to a Section include all sub-Sections thereof.



 


		18.9.	Severability. If any provision of this Agreement, or the application thereof to any Person,
place or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable or void, the remainder of
this Agreement and such provisions as applied to other Persons, places and circumstances shall remain in full force and effect
only if, after excluding the portion deemed to be unenforceable, the remaining terms shall provide for the consummation of the
transactions contemplated hereby in substantially the same manner as originally set forth at the later of the date this Agreement
was executed or last amended.



 



    	 



    	 



    

 


		18.10.	Construction. The parties hereto intend that each representation, warranty and covenant
contained herein shall have independent significance. If any party has breached any representation, warranty or covenant contained
herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter
(regardless of the relative levels of specificity) that the party has not breached shall not detract from or mitigate the fact
that the party is in breach of the first representation, warranty or covenant. For purposes of this Agreement, (i) the words “include,”
“includes” and “including” shall be deemed to be followed by the words “without limitation,”
(ii) the word “or” is not exclusive and (iii) the words “herein”, “hereof”, “hereby”,
“hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references
herein: (i) to Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached
to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended,
supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement; and (iii)
to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations
promulgated thereunder. The Schedules and Exhibits referred to herein shall be construed with and as an integral part of this Agreement
to the same extent as if they were set forth verbatim herein. This Agreement and the Ancillary Agreements shall be construed without
regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing
any instrument to be drafted.



 


		18.11.	Cumulative Remedies. The rights, remedies, powers and privileges herein provided are cumulative
and not exclusive of any rights, remedies, powers and privileges provided by Applicable Law.



 


		18.12	Rights. A Party may exercise a right, at its discretion
and separately or concurrently with another right.



 


		18.13	Time. Time is of the essence in this Agreement
in respect of the obligations of Buyer and Seller.



 


		18.14	Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart
constitute an original of this document, all of which together constitute one instrument. A party who has executed a counterpart
of this document may exchange it with another party by faxing, or by emailing a pdf (portable document format) copy of, the executed
counterparty to that other party, and if requested by that other party, will promptly deliver the original by hand or post. Failure
to make that delivery will not affect the validity of this document.



 



    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed by their respective authorized offices as of the date first above written.


 


	Executed by Giaconda Limited in	 	 	 
	accordance with Section 127 of the	 	 	 
	Corporations Act 2001	 	 	 
	/s/ Trevor Moore	¬	/s/ Professor Thomas J. Borody	¬
	Signature of director	 	Signature of directo/company secretary	 
	 	 	(Please delete as applicable)	 
	 	 	 	 
	Trevor Moore	 	Professor Thomas J. Borody	 
	Name of director (print)	 	Name of director/company secretary (print)	 


 


	Executed by RedHill Biopharma Ltd. 	 	 	 
	 	 	 	 
	/s/ Dror Ben-Asher	¬	/s/ Ori Shilo	¬
	Signature of director	 	Signature of director/company secretary	 
	 	 	(Please delete as applicable)	 
	 	 	 	 
	Dror Ben-Asher	 	Ori Shilo	 
	Name of director (print)	 	Name of director/company secretary (print)	 


 



    	 



    	 



    

 


EXHIBITS 


 


TO


 


ASSET PURCHASE AGREEMENT


 


DATED


 


AUGUST 11, 2010


 


BETWEEN


 


GIACONDA LIMITED 


 


AND


 


REDHILL BIOPHARMA LTD.


 



    	 



    	 



    

 


Exhibit 1A


 


Pro-Forma Patent Assignment


 



    	 



    	 



    

 


ASSIGNMENT


 





 



    	 



    	 



    

 


ASSIGNMENT OF PATENT


 


THIS ASSIGNMENT made this        day
of                              two
thousand and ten BETWEEN Thomas Julius Borody, of Ground Floor, 44 East Street, Five Dock, New South Wales, 2046, Australia; (hereinafter
called "the Assignor") of the first part AND Red Hill Biopharma Ltd., of 42 Givati Street Ramat-Gan 52232, Israel; (hereinafter
called "the Assignee") of the second part.


 


WHEREAS the Assignor is the owner of Australian Letters Patent
Nos 750813, 774329, 762890, and 771576 and all divisionals, renewals, continuations, continuations-in-part, extensions, reissues,
substitutions, confirmations, revalidations and additions of or to them (together, the Letters Patent).


 


AND WHEREAS the Assignee is desirous of acquiring the Letters
Patents.


 


NOW THIS DEED WITNESSETH that in consideration of the sum of
$1.00 and other good and valuable consideration now paid by the Assignee to the Assignor the receipt whereof is hereby acknowledged
the Assignor as legal and beneficial owner hereby:


 


		(a)	assigns to the Assignee the benefit of the Letters Patents, the rights, titles and interest therein and all the rights, powers,
liberties and immunities conferred on the owner thereof by the grant of the Letters Patents free from all encumbrances and including:



 


		(i)	the right to sue for damages and other remedies in respect of any infringement of the Letters Patents whether it accrued prior
to, on or after the date hereof (and to retain any such damages obtained as a result of such action); and



 


		(ii)	the right to be recorded in the Australian register of patents as the owner of the Letters Patent; and



 


		(b)	agrees to execute all documents, forms and authorisations and to do any and all such acts and things as may be necessary to
vest in the Assignee the rights assigned to the Assignee under this deed.



 



    	 



    	 



    

 


IN WITNESS WHEREOF the parties hereto have executed this assignment
as of the day and year first above written.


 


	Signed, sealed and delivered by the said	)	 
	Thomas Julius Borody	)	 
	in the presence of:	)	 
	 	)	 
	 	)	 
	 	)	 
	 	)	 
	Witness	)	 
	 	)	 


 


	Executed as a deed	)	 
	for and on behalf of the said	)	 
	Red Hill Biopharma Ltd.	)	 
	in the presence of:	)	 
	 	)	Name:
	 	)	 
	 	)	Position:
	 	)	 
	Witness	)	 


 



    	 



    	 



    

 


Exhibit 1B


 


Pro-Forma Contract Assignment


 



    	 



    	 



    

 


Giaconda Limited


 


and


 


Redhill Biopharma Ltd


 


and


 


[insert continuing party's name]


 


Deed of Assumption and Release


 


 


SWAAB ATTORNEYS


Level 1


20 Hunter Street


SYDNEY NSW 2000


 


GPO Box 35


SYDNEY NSW 2001


 


DX 522 SYDNEY NSW


 


T +61 2 9233 5544


F +61 2 9233 5400


 


E mrc@swaab.com.au


Reference:   101206


 



    	 



    	 



    

 








This Deed of Assumption and Release is made on 2012


Parties


 


		1	Giaconda Limited (ABN 68 108 088 517) of Ground Floor, 66 East Street, Five Dock, New South
Wales, Australia 2046 (Giaconda);



 


		2	Redhill Biopharma Ltd, an Israeli company, having its business address at 42 Givati
Street, Ramat-Gan 52232, Israel (Redhill); and



 


		3	[insert continuing party's name] of [insert address] (Continuing Party).



 


Recitals


 


		A	Giaconda and the Continuing Party are parties to the Agreement.



 


		B	Giaconda has agreed to transfer to Redhill all of its rights, title and interest in the intellectual
property known as Myoconda, Heliconda and Picoconda, which includes the novation of the Agreement.



 


		C	Redhill assume the future rights and obligations of Giaconda, and Giaconda wishes to be released
from its future obligations, under the Agreement on and from the Closing Date, in accordance with the terms of this deed.



 


		D	The Continuing Party consents to the transactions referred to in this deed.



 


Agreed terms


 


		1.	Definitions and interpretation



 


		1.1	Definitions



 


In this deed and its recitals:


Agreement means [insert].


Asset Purchase Agreement means the agreement
so entitled between Giaconda Limited and Redhill Biopharma Ltd on or about the date of this deed.


Business Day means a day on which banks
are open for business in Sydney, Australia.


Closing has the meaning given to that
term in the Asset Purchase Agreement.


Closing Date has the meaning given to
that term in the Asset Purchase Agreement.


 


		1.2	Interpretation



The interpretations outlined in clause [insert]
of the Agreement apply to the interpretation of this deed.


 


		2.	Conditions Precedent



 


This deed is conditional on Closing occurring, and
has no legal force or effect until Closing occurs.


 


		3.	Assumption



 


With effect on and from the Closing Date, Redhill:


 


		(a)	is entitled to the rights and benefits, and assume the obligations and liabilities, of Giaconda
under the Agreement which accrue on or after (but not before) the Closing Date; and



 


		(b)	will be bound by and must comply with the Agreement.



 



    	 



    	 



    

 


		4.	Release of Giaconda



 


With effect on and from the Closing Date, the Continuing
Party:


 


		(a)	irrevocably and unconditionally releases and discharges Giaconda from all its obligations under
or in respect of the Agreement, except for any obligations that accrued before the Closing Date or are otherwise in respect of
events that occurred prior to the Closing Date;



 


		(b)	irrevocably and unconditionally consents to Redhill assuming the obligations in accordance with
clause 3 of this deed; and



 


		(c)	agrees that Redhill will be entitled to exercise all of the rights, privileges and benefits of
Giaconda and agrees to be bound by the terms of the Agreement as if a reference to "Giaconda" in the Agreement was a
reference to "Redhill".



 


		5.	Warranties



 


		(a)	Each party represents and warrants to the other parties to this deed that as at the date of this
deed it is a company duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all
requisite powers to own property and has the necessary power to bind itself in the manner contemplated by this deed and to execute,
deliver and perform this deed and to become bound by it.



 


		(b)	Each party to this deed represents and warrants to the other parties to this deed that as at the
date of this deed, this deed has been validly executed and delivered by it and constitutes the valid, binding and enforceable obligations
of it in accordance with its terms, subject to the discretionary authority of a court in granting equitable remedies and all applicable
bankruptcy and insolvency laws.



 


		6.	Confirmation of Agreement



 


Subject to this deed, the Continuing Party ratifies
and confirms the Agreement which remains fully effective.


 


		7.	General



 


		7.1	Amendments



 


This deed may only be amended by written agreement
between all parties.


 


		7.2	Assignment



 


A party may only assign this deed or a right under
this deed with the written consent of the other party whose consent may not be unreasonably withheld.


 


		7.3	Counterparts



 


This deed may be executed in any number of counterparts.
All counterparts together make one instrument.


 


		7.4	No merger



 


The rights and obligations of the parties under this
deed do not merge on completion of any transaction contemplated by this deed.


 


		7.5	Entire agreement



 


		(a)	This deed supersedes all previous agreements about its subject matter and embodies the entire agreement
between the parties, with the exception of the Asset Purchase Agreement and as to Giaconda and RedHill the provisions of the Asset
Purchase Agreement between them shall prevail in the event of any conflict between the terms thereof and this Deed.



 



    	 



    	 



    

 


		(b)	To the extent permitted by law, any statement, representation or promise made in any negotiation
or discussion other than the Asset Purchase Agreement, has no effect except to the extent expressly set out or incorporated by
reference in this deed.



 


		7.6	Further assurances



 


Each party must do all things reasonably necessary
to give effect to this deed and the transactions contemplated by it.


 


		7.7	No waiver



 


		(a)	The failure of a party to require full or partial performance of a provision of this deed does
not affect the right of that party to require performance subsequently.



 


		(b)	A single or partial exercise of or waiver of the exercise of any right, power or remedy does not
preclude any other or further exercise of that or any other right, power or remedy.



 


		(c)	A right under this deed may only be waived in writing signed by the party granting the waiver,
and is effective only to the extent specifically set out in that waiver.



 


		7.8	Governing law and jurisdiction



 


		(a)	New South Wales and Australian law governs this deed.



 


		7.9	Severability



 


A clause or part of a clause of this deed that is
illegal or unenforceable may be severed from this deed and the remaining clauses or parts of the clause of this deed continue in
force.


 


		7.10	Notice



 


		(a)	A notice, consent or communication under this deed is only effective if it is:



 


		(i)	in writing, signed by or on behalf of the person giving it;



 


		(ii)	addressed to the person to whom it is to be given; and



 


		(iii)	given as follows:



 


		(A)	delivered by hand to that person's address;



 


		(B)	sent by prepaid mail (and by prepaid airmail if the person is overseas) to that person's address;
or



 


		(C)	sent by fax to that person's fax number where the sender receives a transmission confirmation report
from the despatching machine indicating the transmission has been made without error and showing the relevant number of pages and
the correct destination fax number or name of recipient.



 


		(b)	A notice, consent or communication delivered under clause 9.10(a) is given and received:



 


		(i)	if it is hand delivered or sent by fax:



 


		(A)	by 5.00pm (local time in the place of receipt) on a Business Day — on that day; or



 



    	 



    	 



    

 


		(B)	after 5.00pm (local time in the place of receipt) on a Business Day, or at any time on a day that
is not a Business Day — on the next Business Day; and



 


		(ii)	if it is sent by post:



 


		(A)	within Australia — three Business Days after posting; or



 


		(B)	to or from a place outside Australia — seven Business Days after posting.



 


		(C)	A person's address and fax number are those set out in this deed, or as the person notifies the
sender.



 



    	 



    	 



    

 





Executed as deed


 


	Executed by Giaconda Limited in accordance with Section 127 of the Corporations Act 2001	 	 	 
	 		 	
	 	¬	 	¬
	Signature of director	 	Signature of director/company secretary	 
	 	 	 	 
	Name of director (print)	 	Name of director/company secretary (print)	 


 


	Executed by RedHill Biopharma Ltd. 	 	 	 
	 	¬	 	¬
	Signature of director	 	Signature of director/company secretary	 
	 	 	 	 
	Name of director (print)	 	Name of director/company secretary (print)	 


 


	Executed by [insert continuing party's name]	 	 	 
	 	¬	 	¬
	Signature of director	 	Signature of director/company secretary	 
	 	 	 	 
	Name of director (print)	 	Name of director/company secretary (print)	 




 



    	 



    	 



    

 


Exhibit 2.1


 


		1.	Myoconda® (a combination of Clarithromycin, Clofazamine and Rifabutin) for the treatment,
prevention, diagnosis or palliation of Crohn’s and all other indications whatsoever (for both humans and animals).



 


		2.	Heliconda® (a combination of Rifabutin, Amoxicillin and Pantoprazole) for the treatment,
prevention, diagnosis or palliation of Helicobacter Pylori infections and all other indications whatsoever (for both humans
and animals).



 


		3.	Picoconda® (an oral bowel preparation for GI tract procedures and surgeries and all
other indications whatsoever (for both human and animals)).



 


Exhibit 2.1A


 


A list of the physical assets related to Myoconda, Heliconda
and Picoconda:


 


		1.	Myoconda:



 


		a.	Files provided by Corealis and KABS Labs regarding the manufacture and Quality Control testing of the first GMP manufactured
batch. Some of these will be in hard copy only as no e-files were provided.



 


		b.	Files provided by Trillium and Corealis regarding the Formulation and Manufacturing of the products for the first GMP manufactured
batch. These will be in hard copy only as no e-files were provided.



 


		c.	Files provided by Biovail regarding the PK study including the raw data and final report. This will include hard copy as well
as CDs as it is a number of very large files.



 


		d.	Supporting clinical and scientific studies published on the application of anti-MAP therapy in the treatment of Crohn’s
Disease.



 


		e.	Files relating to correspondence with and applications to regulatory authorities in:



 


		i.	   The U.S. (FDA)



 


		ii.	   The U.K. (MHRA)



 


		iii.	   The E.U. (EMEA)



 


		iv.	   Canada (TPD)



 






    	 



    	 



    
 


		f.	Physical inventory of the development and manufacturing materials including:



 


		i.	   Finished product samples retained by Corealis Laboratories from the development process,



 


		ii.	   Finished product samples retained by Trillium from the GMP manufactured batch,



 


		iii.	   Finished product samples retained by Biovail from the PK study,



 


		g.	All internal files relating to market development (regulatory correspondence, market statistics, sales & profit projections,
etc.)



 


		h.	Power Point presentations prepared for fundraising activities and made to various venture capitalists, investment bankers and
individual investors.



 


		i.	Critical path and PERT charts presented to various parties for the development and commercialization of the therapy.



 


		2.	Heliconda



 


		a.	All internal files relating to market development (market statistics, sales & profit projections, etc.)



 


		b.	Publications and supporting documents for medical conference and professional journals relating to the Phase II clinical study.



 


		c.	Supporting clinical and scientific studies published on the treatment of Helicobacter pylori and resistant Helicobacter
pylori.



 


		3.	Picoconda



 


		a.	All internal files relating to market development (market statistics, sales & profit projections, etc.)



 


		b.	Publications and supporting documents for medical conference and professional journals relating to the Phase II clinical study.



 


		c.	Supporting clinical and scientific studies published on the use of colonic lavages, especially those containing picosulphate.



 


Exhibit 2.3


 


A list of the Assigned Agreements 


 


		a.	IP Deed between CDD & Giaconda Limited May 5, 2005



 


		b.	IP Deed between Borody & Giaconda Limited on April 29, 2005



 


		c.	The Compounding Agreement



 



    	 



    	 



    

Exhibit 4.2


 


Hepaconda® - A combination therapy for the treatment
of Hepatitis C Virus.


 


Ibaconda® – A Combination Therapy for the Treatment
of Constipation-predominant Irritable Bowel Syndrome.


 


Exhibit 5.2


 


Allocation of Closing Payment Among Products


 


Myoconda - $[****]


 


Heliconda - $[****]


 


Picoconda - $[****]


 


Exhibit 6.1


 


All amounts payable by Buyer to Seller in accordance with this
Agreement shall be paid to the following account unless otherwise notified by Seller in writing:


 





	Bank account name:	Giaconda Limited
	 	 
	Financial institution:	Westpac Banking Corporation
	 	 
	Branch address:	National Communications Centre
	 	Level 3
	 	SYDNEY NSW 2000
	 	AUSTRALIA
	 	 
	BSB number:	032006
	 	 
	Account number:	277277
	 	 
	SWIFT code:	WPACAU2S




 


Exhibit 6.1A


 


Permitted Use of Advance ($[****])


 


		1.	Patent renewal fees for Myoconda, Heliconda & Picoconda - $[****]



 


		2.	Patent prosecution of the new Myoconda US patent - $[****]



 


		3.	Holding of the Extraordinary General Meeting to approve the Agreement including Registries fees and mailings - $[****]



 


		4.	Legal Fees part payment - $



 


		5.	ASX Listing Fees - $[****]



 


		6.	Registries fees for list maintenance - $[****]



 



    	 



    	 



    

 


Exhibit 11


 


Disclosure Schedule to


Asset Purchase Agreement


Given by Giaconda Limited


 


11 August 2010


 



    	 



    	 



    

 


STRICTLY PRIVATE AND CONFIDENTIAL


SUBJECT TO DUE DILIGENCE


 


This Disclosure Schedule is provided by Giaconda Limited pursuant
to Section 11 of the Asset Purchase Agreement between Giaconda Limited and Redhill Biopharma Ltd (the "Agreement").


 


Terms of Provision


This Disclosure Schedule is subject to the following terms and
conditions:


 


		(a)	capitalized terms used and not otherwise defined have the meanings given to those terms in the
Agreement, unless the context indicates otherwise;



 


		(b)	the introductory language and headings to each section of this Disclosure Schedule are inserted
for convenience only and do not create a different standard for disclosure than the language set forth in the Agreement;



 


		(c)	the inclusion of any item in any section of this Disclosure Schedule, which section requires the
listing of a “material” item or an item or action that would have a Material Adverse Effect, is not an admission that
the included item is “material”;



 


		(d)	the inclusion of any item in any section of this Disclosure Schedule, which section requires the
listing of an item or action which is not in the ordinary course of business is not an admission that the included item or action
is not in the ordinary course of business;




 

		(e)	where the terms of a document or other disclosure item have been
summarized or described in this Disclosure Schedule, that summary or description does not purport to be a complete statement of
the material terms of the document or other item and are qualified in their entirety by the document itself; provided however,
that Seller represents and warrants that such summary or description does not misstate any of the statements or information included
therein, or omit to state a fact necessary to make the statements therein not misleading;




 

		(f)	disclosure of any information or document is not a statement or
admission that it is required to be disclosed;



 


		(g)	the Disclosure Schedule is not intended to constitute, and must
not be construed as constituting, representations or warranties or covenants of the Company, except as and to the extent provided
in the Agreement. The fact that any disclosure in the Disclosure Schedule is not required to be disclosed in order to render the
applicable representation or warranty to which it relates true, or that the absence of any disclosure in the Disclosure Schedule
would not constitute a breach of such representation or warranty, must not be deemed or construed to expand the scope of any representation
or warranty or to establish a standard of disclosure in respect of any representation or warranty. No implication can be drawn
that any information provided in the Disclosure Schedule is necessarily material or otherwise required to be disclosed, or that
the inclusion of any information establishes or implies a standard of materiality or any other standard set forth in the Agreement.
Nothing in this Disclosure Schedule constitutes an admission against Giaconda's interest. 



 



    	 



    	 



    

 





Interpretation


 


The section numbers below
correspond to the section numbers of the representations and warranties in the Agreement most directly modified by the exceptions.
Any information disclosed in this Disclosure Schedule is disclosed and incorporated in any other sections, schedules or exhibits
of the Agreement where that disclosure is applicable if that applicability is readily apparent from the disclosure.


 


	
        Section 11.1

        (Corporate Organization and Power)
	
        1.           Seller was incorporated
        with ASIC on 23 February 2004.

        2.           Other than what is disclosed
        in the answer to Section 11.7.1, Seller is not required to and does not hold any licences, authorizations, consents and Approvals
        of any Governmental Authority required to carry on its business and to own, lease and operate its assets and properties as now
        owned, leased and operated.

         

	Section 11.2

(Authorization)	1.           The Board of Directors of Seller have the power under clause 12.1 of the Seller's Constitution to authorise Seller to enter and bind itself to the Agreement and Ancillary Agreements subject to complying with the requirements of the Corporations Act 2001 (Cth) and the ASX Listing Rules.
		2.           The Board of Directors of Seller on Saturday 7 August 2010 resolved to enter into and execute the Agreement, Mortgage, Charge and any ancillary agreements.
	 	3.            Seller is required by ASX Listing Rule 11.1 to consult with the Australian Securities Exchange as soon as practicable after the Effective Date because it might be required by ASX Listing Rule 11.1.2 to seek and obtain shareholder approval for the sale of Acquired Assets.
	 	4.            If required to do so by the ASX in accordance with ASX Listing Rule 11.1.2, Seller will call an extraordinary general meeting of its shareholders and seek shareholder approval for the Agreement, Ancillary Agreement and the consummation of the transactions contemplated by those agreements.
	 	 
	
        Section 11.3

        (Non-Contravention)
	
        Seller has sought and obtained advice from a barrister
        of the Supreme Court of New South Wales regarding the termination by it of the AMTI Asset Purchase Agreement on 15 June 2010. Seller
        has been advised that it is likely it properly exercised its common law rights to terminate that agreement and the prospects of
        AMTI obtaining an injunction to prevent the sale of Myoconda and its associated intellectual property by Seller to Buyer are low.
        This advice and the disclosure do not derogate from Seller's representations and warranties or from Seller's obligations in connection
        therewith.

         



 



    	 



    	 



    

 


	
        Section 11.4

        (Consents and Approvals)
	1.            Seller is required by ASX Listing Rule 11.1 to consult with ASX regarding the proposed sale of Myoconda, Heliconda and Picoconda to determine if shareholder approval of Seller must be obtained in accordance with ASX Listing Rule 11.1.2.  Seller will requisition an extraordinary general meeting if required to do so in accordance with ASX Listing Rule 11.1.2 to obtain shareholder approval for the Agreement, the Ancillary Agreements, and the transactions contemplated by those agreements.
	 	 
	 	2.            Seller is required to obtain the consent of Pharmatel Research & Development Pty Ltd as the trustee for the "Pharmatel Research and Development Trust" ("Pharmatel") to:
	 	 
	 	(a)          the transfer by Seller of its 50% interest in Picoconda and the associated intellectual property to Buyer at Closing.  That consent was obtained on 27 July 2010 by way of a letter sent by Seller and signed by Pharmatel; and
	 	 
	 	(b)          the transfer by Pharmatel of its 50% interest in Picoconda and the associated intellectual property to Buyer at Closing.  Seller has obtained that consent by way of its letter to Pharmatel dated 5 August 2010.
	 	 
	 	3.            Seller is required to obtain the consent of the Centre for Digestive Diseases Pty Limited (ACN 097 085 884) (CDD) to novate to Buyer the deed called the "CDD Intellectual Property Deed" between Seller and CDD on Closing in accordance with Section 8.1.3 of the Agreement.
	 	 
	 	4.            Seller will be required to notify IP Australia and each corresponding Government Authority in those jurisdictions in which the Patents set out in Exhibit 11.13.4 and Trade Marks set out in Exhibit 11.13.5 are registered for the purpose of procuring the transfer of legal and beneficial ownership of those assets to Buyer as soon as possible following Closing.
	 	 


 



    	 



    	 



    

 


	
        Section 11.5

        (Acquired Assets)
	1.          Professor Borody legally owns the Myoconda and Picoconda patents and all associated intellectual property for the sole benefit of Seller.
	 	 
	 	2.          Professor Borody legally owns 50% of the Picoconda patent and all associated intellectual property for the sole benefit of Seller. As disclosed in paragraph 2(b) of the answer to Section 11.4 (Consents and Approvals), Seller is in the process of obtaining the consent of Pharmatel to transfer its 50% legal and beneficial interest to Buyer at Closing.
	 	 
	 	3.         Whilst Professor Borody is subject to an injunction made by Justice Fowler of the Family Court of Australia on 15 August 2008 in proceedings number SYF 3923 of 2005 (set out at paragraph 15 of the orders) (the "Borody Family Court Proceedings"), that injunction does not prohibit, restrict, or restrain any of the transactions contemplated by the Agreement or:
	 	 
	 	(a)         prohibit, restrict, or restrain Professor Borody from transferring legal title in Myoconda and Heliconda, as well as the 50% interest he holds in Picoconda, to Buyer; and
	 	 
	 	(b)        grant or confer an interest on his separated wife, Ms Karen Marie Borg, ("Karen") in Myoconda, Heliconda, or the 50% interest he holds in Picoconda.
	 	 
	 	4.    Myoconda, Heliconda and Picoconda are therapies in their early stages of development and are at different stages of development as described in the documents provided during the Due Diligence process and their effectiveness (in their current state of development) as treatments for their intended purposes has yet to be fully determined in accordance with further clinical research. These have been described in a number of Due Diligence documents including:
	 	 
	 	(a)   the Giaconda Products Comparison Table,
	 	 
	 	(b)   the Giaconda – Red Hill Due Diligence List of Questions,
	 	 
	 	(c)   the Davies MAP Presentation,
	 	 
	 	(d)   the Heliconda Summary of June 2010 and,
	 	 
	 	(e)   the Myoconda PERT chart.
	 	 
	 	Each of the therapies have concluded clinical and scientific  testing to some degree:
	 	 


 



    	 



    	 



    

 


	 	(f)      Myoconda has completed:
	 	 
	 	(i)       [****],
	 	 
	 	(ii)      [****],
	 	 
	 	(iii)     [****],
	 	 
	 	(iv)     [****],
	 	 
	 	(v)      [****],
	 	 
	 	(vi)     [****],
	 	 
	 	(vii)    [****],
	 	 
	 	(viii)    [****],
	 	 
	 	(g)      Heliconda has completed:
	 	 
	 	(i)       [****].
	 	 
	 	(h)      Picoconda has completed:
	 	 
	 	(i)       [****]
	 	 
	 	5.          The physical assets which Seller has in its possession that relate to Myoconda, Heliconda and Picoconda and will deliver at Closing, or as soon as possible after Closing, constitutes all of the physical assets which are owned by Seller that may assist Buyer to exploit the Technology and the Products.
	 	 
	 	6.          Seller will use its best efforts to procure Pharmatel to deliver all physical assets in relation to Picoconda at Closing to assist Buyer to exploit the intellectual property associated with that patent.
	 	 
	 	7.          Seller has a liability to pay the patent renewal fees for each of the Patents and will pay those fees as soon as possible after the Effective Date but prior to Closing.
	 	 
	
        Section 11.6

        (Manufacturing and Marketing Rights)
	1.          Seller and [****] have entered into an agreement, dated 23 March 2007 for the purchase of Clarithromycin (one of the active ingredients in Myoconda). Further discussions with [****] have not been held since that date pending Giaconda’s ability to raise funds to proceed.
	 	 


 



    	 



    	 



    

 


	 	2.          Seller and [****] have entered into a non-binding Letter of Intent, dated 27 March 2006, for the grant by Seller to of the Myoconda marketing rights [****] . Further discussions with [****] have not been held since that date pending Giaconda’s ability to raise funds to proceed.
	 	 
	 	3.          Seller and [****] (“Orphan Australia”) have entered into an agreement dated 1 May 2006 for the grant by Seller to [****] of the Myoconda marketing rights in [****]. Further discussions with Orphan Australia have not been held since that date pending Giaconda’s ability to raise funds to proceed.
	 	 
	
        Section 11.7.1

         
	
        1.         Seller has obtained approval for its
Investigational New Drug application (“IND”) (being #73,479 ) from the United States Food and Drug Administration
(“FDA”) on 17 July 2007 for the clinical development of Myoconda to treat patients with Crohn’s
disease infected with Mycobacterium avium spp paratuberculosis (the “FDA Approval”). The Seller has
maintained the IND with annual updates provided to the FDA.

	 	 
	Section 11.7.2	Seller has not received any written notice or other written communication from any Governmental Authority,
	 	 
	 	1.           contesting the pre-market clearance or approval of the uses of or the labeling and promotion of any Product; or
	 	 
	 	2.           otherwise alleging any violation of Applicable Law or Regulatory Approval by Seller or the Products or Technology,
	 	 
	 	as none of the Products have been developed to a point where those matters would become an issue.
	 	 
	
        Section 11.7.3

        
	[No disclosure has been made against this warranty.]
	 	 
	Section 11.7.4	1.           The clinical trial conducted by [****] in respect of [****]  was conducted with reasonable care and in accordance with the protocols set out in [****]” which is the sole stated protocol for that clinical trial; and
	 	 
	 	2.           The [****] was conducted in compliance with all Applicable Laws in the European Union, the United States and all other countries where such compliance is required, governing the conduct of such clinical trials.
	 	 
	Section 11.7.5	1.            Seller has only made one filing which is the FDA Approval described at paragraph 2 of the answer to Section 11.7.1.  The FDA responded to that filing with a “no clinical hold” advice.
	 	 
	 	2.            Seller has kept up-to-date the FDA Approval by lodging annual filings the last of which was lodged on 14 July 2010.


 



    	 



    	 



    

 


	 	3.            Seller reasonably anticipates that the FDA Approval will need to be revised to take into account the further developments achieved through the [****] and any requests made by the FDA. These are identified in the FDA correspondence of 17 July 2007 provided during the Due Diligence process.
	 	 
	 	(a)          FDA has requested additional [****] both of which have been identified in the development program for Red Hill. Both of these are standard testing for new drugs and combination drug therapies:
	 	 
	 	(i)        [****],
	 	 
	 	(b)          Recent guidelines in Europe recommend that clinical endpoints in Crohn’s Disease clinical trials include remission as opposed to response.
	 	 
	Section 11.7.6	[No disclosure has been made against this warranty.]
	 	 
	
        Section 11.8

        (Compliance with

Applicable Laws)
	1.            The Borody Family Court Proceedings which may cause Karen to file a claim against it in connection with the Products, the Technology, the Acquired Assets, or the Assumed Liabilities.  However, the Seller believes that the likelihood of Karen taking such action to be low based on the advice of Professor Borody.
	 	 
	Section 11.9	1.    The disclosures make in respect of paragraphs 2, 3 and 4 in connection with Section 11.4 also apply to this Section 11.9.
	(Approvals)	 
	 	2.    A Human Research Ethics Committee (IRB) has approved a [****] trial for Heliconda submitted by the [****]. This can be transferred to RedHill subject to revisions in the documentation regarding sponsorship, etc.
	 	 
	
        Section 11.10

        (Litigation)
	1.           AMTI has threatened legal action against Seller on 24 July 2010 if Seller proceeds with the sale of all the intellectual property in Myoconda to Buyer. As disclosed in response to Section 11.3, Seller has obtained an opinion from a barrister in relation to that matter. This advice and the disclosure do not derogate from Seller's representations and warranties or from Seller's obligations in connection therewith.
	 	 


 



    	 



    	 



    

 


	
        Section 11.11

        (Assigned Agreements)
	1.           Please refer to the disclosures made in paragraph 2 in answer to Section 11.4 in relation to Picoconda.
	 	2.           AMTI asserts in its letter to Giaconda dated 24 July 2010 that the AMTI Asset Purchase Agreement is still valid and effectual.  Seller has received advice from a barrister of the Supreme Court of New South Wales to the effect that the termination by Seller on 15 July 2010 of the AMTI Asset Purchase Agreement was valid and effectual. This advice and the disclosure do not derogate from Seller's representations and warranties or from Seller's obligations in connection therewith.
	 	3.           The Compounding Agreement has expired and may be terminated by Seller in accordance with its terms.
	 	4.           Each Assigned Agreement may be transferred by Seller to Buyer with the consent of the continuing party under that agreement.
	 	 
	
        Section 11.12

        (Restrictions on Business Activities)
	1.           Seller has entered into the agreements with  Pharmatel listed in Exhibit 11.11.  Those agreements confer certain development and commercialisation rights in relation to the Picoconda Patent on Pharmatel.  Seller has obtained the agreement of Pharmatel to transfer all of its right, title and interest in the Picoconda Patent to Buyer on Closing subject to Buyer discharging its closing obligations under the Asset Purchase Agreement.  Seller will procure the transfer or termination of the agreement listed in Exhibit 11.11 at the request of Buyer.
	 	 
	
        Section 11.13.1

         
	[No disclosure has been made against this warranty.]
	Section 11.13.2	1.           Seller has a liability to pay the patent renewal fees for each of the Patents and will pay those fees as soon as possible after the Effective Date but prior to Closing.
	 	 
	Section 11.13.3	1.           The ownership arrangements in relation to the Patents are set out in the disclosures made above in paragraphs 1 and 2 in response to Section 11.5.
	 	2.           The disclosure made in paragraph 4 in respect to Section 11.5 accurately describes the state of the Technology Intellectual Property.
	 	3.           The commercialisation arrangements disclosed in relation to Picoconda in Exhibit 11.11 set out the current limitations on the commercialisation and development of that Product.
	 	 


 



    	 



    	 



    

 


	Section 11.13.4	1.            The ownership arrangements in relation to the Patents are set out in the disclosures made above in paragraphs 1 and 2 in response to Section 11.5.
	 	2.            Please refer to the disclosure made in response to Section 11.3 and the disclosures made in paragraph 1 in response to Section 11.10 in relation to AMTI which claims to have an interest in Myoconda.
	 	3.            Please refer to the disclosure made in response to Section 11.13.2 in relation to the status of the Patents and the payment of the renewal fees.
	 	4.            Please refer to the disclosure made above in response to Section 11.7.5 in relation to the status of the FDA Approval.
	 	5.            Seller has given Professor Borody an indemnity on the terms of clause 7.5(2) of the deed entitled "Borody Intellectual Property Deed" between Seller and Borody dated 29 April 2005 which relates to certain undertakings given in respect of the Acquired Assets.
	 	6.            Seller has given Professor Borody an indemnity on the terms of a letter dated 12 May 2010 to cover the costs incurred by him in respect of the transfer of Myoconda and all the associated intellectual property.
	 	 
	
        Section 11.13.5

        
	1.       Giaconda does not have any copyright in any publications related to the Patents which it is entitled to assert.]
	 	 
	Section 11.13.6	1.           With the exception of the Picoconda Product, all the Technology Intellectual Property was created solely by Professor Borody who has assigned his right, title and interest in those assets to Giaconda on the terms of an agreement between Professor Borody and Seller entitled "Share Issue and IP Assignment Agreement" dated 16 August 2004.
	 	2.           Whilst Professor Borody received 54,999,999 fully paid ordinary shares in Seller in consideration for that assignment, as well as the assignment of certain other intellectual property which is not the subject of the Agreement, the assignment of Myoconda, Heliconda and the 50% interest in Picoconda was not properly effected due to an administrative error on the part of Seller.  Professor has acknowledged and agrees that he holds the legal title in the Myoconda and Heliconda patents, as well as the 50% interest in Picoconda, for the sole benefit of Seller.
	 	3.           The Picoconda Product and all associated intellectual property was created by Professor Borody in conjunction with Nic Shortis.
	 	4.           Please refer to the disclosures made in paragraph 2 in respect to Section 11.4 for a description of the ownership arrangements in relation to the Picoconda Patent.


 



    	 



    	 



    

 


	Section 11.13.7	1.            Please refer to the disclosures made against Sections 11.4 and 11.5 above for a description of the ownership arrangements in relation to the Acquired Assets.
	 	 
	Section 11.13.8	1.            Please refer to the disclosures made against Section 11.6 and the agreements and documents referred to in Exhibit 11.11 in relation to the rights granted to any other Person to use any Technology Intellectual Property.
	 	 
	Section 11.13.9	1.    Seller has allowed the old PCT applications  for the Myoconda and Heliconda patents to lapse or enter the public domain: Argentina number P980101486 and Japan number 10-540998 for Myoconda and Finland  Application No 99915381.0 and patent number 1073436
	 	 
	Section 11.13.10	[No disclosure has been made against this warranty.]
	 	 
	Section 11.13.11	       [No disclosure has been made against this warranty.]
	 	 
	Section 11.13.12	1.    Seller obtained unsecured loans from its Directors to assist fund the development of the Patents.  The terms of those unsecured loans are disclosed in the 2009 annual report which may be downloaded from the company announcements platform on the Australian Securities Exchange (www.asx.com.au).
	 	 
	Section 11.13.13	1.           The Technology Intellectual Property along with the files provided to the Buyer is in a form and is described in such detail that a person who is a properly qualified medical researcher would understand the Technology and Products and allow the full and proper use thereof without reliance on the knowledge or memory of any particular other individual.
	 	2.           Please refer to the disclosures made in paragraph 4 in relation to Section 11.5 in relation to the state of the Acquired Assets and their sufficiency for exploitation.
	 	 
	Section 11.13.14	1.           Please refer to the disclosures made in relation to Sections 11.4 and 11.5 above which set out the ownership arrangements, as well as the consents and approvals which need to be obtained in relation to the Acquired Assets for the purpose of providing Buyer with the benefit of same on and from, or as soon as possible, after Closing.


 



    	 



    	 



    

 


	
        Section 11.14

        (Insurance)
	[No disclosure has been made against this warranty.]
	 	
	 	 
	
        Section 11.15

        (Relations with Suppliers)
	[No disclosure has been made against this warranty.]
	 	 
	
        Section 11.16

        (Indemnification Obligations)
	1.            Please see the disclosures made in response to Section 11.13.4 above which set out the indemnities given by Seller to Professor Borody.
	 	 
	
        Section 11.17

        (Absence of Certain Business Practices)
	 
	 	[No disclosure has been made against this warranty.]
	 	 
	
        Section 11.18

        (Government Findings)
	[No disclosure has been made against this warranty.]
	 	 
	
        Section 11.19

        (Budget)
	1.            The Budget attached to Exhibit 11.19 (the "Budget") has been prepared in reliance of the quotations provided by potential suppliers and that information has not been verified by Seller. Consequently, the Seller does not warranty the accuracy of that information but reasonably believes such information to be accurate.
	 	 
	Section 11.20

(Affiliates)	1.            Seller is not an "Affiliate" of Professor Borody within the meaning of that definition set out in Section 1 of the Agreement as Professor Borody does not "control" Seller within the technical meaning of section 50AA of the Corporations Act 2001 (Cth).  That test is typically used in connection with Australian companies to determine the legal and practical control a person has over the relevant company.
		2.            Whilst Professor Borody, in his capacity as a shareholder of Seller, is the largest shareholder of Seller speaking for approximately 67% of all the fully paid ordinary shares on issue in Seller, he does not alone have the power to pass a special resolution (as defined by the Corporations Act 2001 (Cth)) to approve those matters which require the approval of 75% of the members present and voting (whether by person or proxy).
	 	3.            Professor Borody, in his capacity as a director of Seller, does not have the ability alone to determine the outcome of decisions of the Board.



 






    	 



    	 



    
 


	Section 11.21	[No disclosure has been made against this warranty.]
	(Taxes)	 
	 	 
	
        Section 11.22.1

        (Preferences; Solvency)
	[No disclosure has been made against this warranty.]
	 	 
	Section 11.22.2	[No disclosure has been made against this warranty.]
	 	 
	Section 11.22.3	[No disclosure has been made against this warranty.]
	 	 
	Section 11.23

(Absence of Material

Adverse Changes)	1.            Please see the disclosures made in relation to AMTI as set out in Sections 11.10 and 11.11.  It is the reasonable view of Seller based on the opinion of its barrister, that the prospects of AMTI successfully obtaining an interlocutory injunction from either the New South Wales Supreme Court or the Federal Court of Australia to prevent the transactions contemplated by this Agreement proceeding is low. This advice and the disclosure do not derogate from Seller's representations and warranties or from Seller's obligations in connection therewith.
		 
	
        Section 11.24

        (Brokers)
	1.            Seller has an obligation to pay TM Ventures Pty Ltd a fee equal to 3% of the amounts received from Buyer by Seller. Seller shall indemnify Buyer from any claim by TM Ventures Pty Ltd in connection therewith.
	 	 
	
        Section 11.25

        (Disclosure)
	[No disclosure has been made against this warranty.]


 



    	 



    	 



    

 


Exhibit 11.4


 


No approval of a Government Authority or other third party is
required in connection with the execution, delivery or performance of this Agreement or the Ancillary Agreements by Seller or the
consummation by Seller of the transactions contemplated herein and therein.


 


Exhibit 11.7.1


 


A list of the Regulatory Approvals held
by Giaconda for the purpose of the warranty given by Giaconda in favour of Redhill pursuant to Section 11.7.1.


 


		1.	An Investigative New Drug (IND) #73,479 approved by the FDA on 17 July 2007 via fax stating “No
Clinical Hold Issues.” This will be provided in both hard copy and CDs as it is an extremely large file.



 


Exhibit 11.8


 


A list of environmental, health and
safety Regulatory Approvals (if any) necessary for the use and operation by the Company of the Acquired Assets for the purpose
of Section 11.8.


 


		1.	None



 


Exhibit 11.11


 


A list of all Agreements for the purpose of Section
11.11.


 


		1.	Myoconda



 


		a.	[****]



 


		b.	[****]



 


		c.	[****]



 


		d.	[****]



 


		e.	[****]



 


		2.	Heliconda



 


		a.	[****].



 


		b.	Corealis Quote for formulation, development and GMP manufacture.



 


		c.	[****].



 


		3.	Picoconda



 


		a.	Shortis / Borody Deed of Assignment and Commercialization to CDD & Pharmatel November 10, 2003.



 



    	 



    	 



    

 


		b.	Borody assignment of benefits of Picoconda to Giaconda Limited June 2, 2005.



 


		c.	Pharmatel agreement to assignments of Borody benefits to Giaconda August 16, 2004.



 


		d.	Corealis Quote for formulation, development and GMP manufacture



 


		e.	[****]



 


		f.	Memorandum of Understanding between Giaconda and CDD Physicians dated April 10, 2010 regarding
the potential license [****]



 


Exhibit 11.13.1


 


The list of Technology IP for the purposes
of Section 11.13.1.


 


		1.	US patent file wrapper for Myoconda provided on CD due to large file



 


		2.	US patent file wrapper for Heliconda provided on CD due to large file



 


		3.	US file patent wrapper for Picoconda provided on CD due to large file



 



    	 



    	 



    

 


Exhibit 11.13.4- Patents


 


Methods and compositions
for treating inflammatory bowel disease (MYOCONDA)


 





	Priority	 	Country or	 	Application No.	 	Status	 	Patent No.	 	Next Due Date	 	Expiry Date	 
	Application	 	Region	 	 	 	 	 	 	 	 	 	 	 
	Details	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PO5940	 	Australia	 	-	 	-	 	-	 	N/A	 	-	 
	filed 1 Apr 1997	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PO9785	 	Australia	 	-	 	-	 	-	 	N/A	 	-	 
	filed 14 Oct 1997	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Argentina	 	P980101486	 	Lapsed	 	 	 	N/A	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Australia	 	67127/98	 	Granted	 	750813	 	1 Apr 2011	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Australia	 	26123/02	 	Granted	 	774329	 	1 Apr 2011	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Canada	 	2285923	 	Pending	 	-	 	1 Apr 2011	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Europe*	 	98912149.6	 	Granted	 	0971735	 	N/A	 	N/A	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Israel	 	132145	 	Granted	 	132145	 	1 Apr 2012	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Japan	 	10-540998	 	Lapsed	 	-	 	N/A	 	N/A	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Japan	 	2007-232402	 	Pending	 	-	 	N/A	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	New Zealand	 	500696	 	Granted	 	500696	 	1 Apr 2011	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	New Zealand	 	517348	 	Granted	 	517348	 	1 Apr 2011	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Norway	 	19994778	 	Granted	 	325947	 	1 Apr 2011	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Philippines	 	1-1998-00751	 	Granted	 	1-1998-00751	 	14 Aug 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Philippines	 	1-2003-00077	 	Granted	 	1-2003-00077	 	29 Sep 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	South Africa	 	98/2645	 	Granted	 	98/2645	 	30 Mar 2011	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	USA	 	09/381,960	 	Granted	 	6,277,836	 	21 Feb 2013	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	USA	 	09/899,545	 	Granted	 	6,551,632	 	22 Oct 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	61/065144	 	USA	 	-	 	N/A	 	-	 	N/A	 	N/A	 
	filed 8 Feb 2008	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PCT/AU2009/000129	 	PCT	 	-	 	Pending	 	-	 	8 Aug 2010	 	N/A	 
	filed 5 Feb 2009	 	 	 	 	 	 	 	 	 	 	 	 	 




 



    	 



    	 



    

 


Methods and compositions for treating
inflammatory bowel disease (MYOCONDA)


Patents granted based on EP 98912149.6/EP0971735


 


	
        Priority

        Application

        Details
	 	
        Country or

        Region
	 	Application No.	 	Status	 	Patent No.	 	Next Due Date	 	Expiry Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Austria*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2011	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Belgium*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2011	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Switzerland & Liechtenstein*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Cyprus*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Germany*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Denmark*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Spain*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Finland*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	France*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	United Kingdom*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Greece*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ireland*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Italy*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Luxembourg*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Monaco*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	The Netherlands*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Portugal*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Sweden*	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Albania***	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Latvia***	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lithuania***	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Romania***	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Slovenia***	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Macedonia***	 	98912149.6	 	Granted	 	0971735	 	30 Apr 2010	 	1 Apr 2018	 


 


* Validation out of EP 98912149.6


*** Extension States out of EP 98912149.6


 



    	 



    	 



    

 


Improved method for eradication of H. pylori (HELICONDA)


 


	
        Priority

        Application

        Details
	 	
        Country or

        Region
	 	Application No.	 	Status	 	Patent No.	 	Next Due Date	 	Expiry Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        PP3253

        filed 30 Apr 1998
	 	Australia	 	-	 	-	 	-	 	 	 	-	 
	 	 	Australia	 	34006/99	 	Granted	 	762890	 	30 Apr 2011	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Canada	 	2330424	 	Granted	 	2330424	 	30 Apr 2011	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Europe	 	99915381.0	 	Granted	 	1073436	 	N/A	 	N/A	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	USA	 	09/673,631	 	Granted	 	6,489,317	 	3 Jun 2010	 	30 Apr 2019	 


 


Patents granted based on EP 99915381.0


 


	
        Priority

        Application

        Details
	 	
        Country or

        Region
	 	Application No.	 	Status	 	Patent No.	 	Next Due Date	 	Expiry Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Austria*	 	99915381.0	 	Granted	 	
        1073436/

        E344664
	 	30 Apr 2011	 	30 Apr 2019	 
	 	 	Belgium*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Switzerland & Liechtenstein*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Cyprus*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Germany*	 	99915381.0	 	Granted	 	
        1073436/

        69933925.1
	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Denmark*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Spain*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Finland*	 	99915381.0	 	Lapsed	 	1073436	 	N/A	 	30 Oct 2009	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	France*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	United Kingdom*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Greece*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Ireland*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Italy*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Luxembourg*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Monaco*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	The Netherlands*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Portugal*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Sweden*	 	99915381.0	 	Granted	 	1073436	 	30 Apr 2010	 	30 Apr 2019	 


		·	Validation of EP 1073436



 



    	 



    	 



    

 


Improved preparation for colonic evacuation
(PICOCONDA)


 


	Priority Application Details	 	Country or Region	 	Application No.	 	Status	 	Patent No.	 	Expiry Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
        PN6345

        filed 3 Nov. 1995
	 	Australia	 	-	 	-	 	-	 	-	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Australia	 	70568/96	 	Lapsed	 	-	 	-	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Australia	 	72239/00	 	Granted	 	771576	 	1 Nov 2016	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Canada	 	2189418	 	Pending	 	-	 	1 Nov 2016	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Europe*	 	96307954.6	 	Pending	 	-	 	1 Nov 2016	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	New Zealand	 	299685	 	Granted	 	299685	 	1 Nov 2016	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	New Zealand	 	333493	 	Granted	 	333493	 	1 Nov 2016	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	USA	 	08/742,798	 	Granted	 	5,858,403	 	31 Oct 2016	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	USA	 	09/200,781	 	Granted	 	6,103,268	 	31 Oct 2016	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	USA	 	09/148,857	 	Granted	 	6,132,767	 	31 Oct 2016	 


 


* Designated states are Austria, Belgium, Cyprus, Switzerland
and Liechtenstein, Germany, Denmark, Spain, Finland, France, United Kingdom, Greece, Ireland, Italy, Luxembourg, Monaco, Netherlands,
Portugal and Sweden and Extension States are Albania Latvia Lithuania Romania and Slovenia.


 


11.13.5 Trademarks


 


	
        FB Rice

        Ref.
	 	Country	 	Number	 	Mark	 	Status	 	Goods	 
	 	 	 	 	 	 	 	 	 	 	 	 
	127086	 	Australia	 	1037460	 	HELICONDA	 	Registered	 	
        Class 5: Pharmaceuticals

        Class 10: Surgical and medical apparatus and instruments
        including apparatus for the dispensing of pharmaceuticals and diagnostic and testing apparatus
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	127088	 	Australia	 	1037462	 	MYOCONDA	 	Registered	 	
        Class 5: Pharmaceuticals

        Class 10: Surgical and medical apparatus and instruments
        including apparatus for the dispensing of pharmaceuticals and diagnostic and testing apparatus
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	130639	 	Australia	 	1146090	 	PICOCONDA	 	Registered	 	
        Class 5: Pharmaceuticals

        Class 10: Surgical and medical apparatus and instruments
        including apparatus for the dispensing of pharmaceuticals and diagnostic and testing apparatus
	 


 






    	 



    	 



    
 


	
        FB Rice

        Ref.
	 	Country	 	Number	 	Mark	 	Status	 	Goods	 
	 	 	 	 	 	 	 	 	 	 	 	 
	127735	 	International*	 	894653	 	HELICONDA	 	Registered	 	
        Class 5: Pharmaceuticals

        Class 10: Surgical and medical apparatus and instruments
        including apparatus for the dispensing of pharmaceuticals and diagnostic and testing apparatus
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
        * Designated states are Bulgaria, Belarus,
        Europe (OHIM), Georgia, Croatia, Iceland, Liechtenstein, Lesotho, Morocco, Macedonia, Norway, Romania, Russia, Serbia, Switzerland,
        Turkey, Ukraine, USA

        Protected: As above.

        
	 
	 	 
	127737	 	International*	 	894655	 	MYOCONDA	 	Registered	 	
        Class 5: Pharmaceuticals

        Class 10: Surgical and medical apparatus and instruments
        including apparatus for the dispensing of pharmaceuticals and diagnostic and testing apparatus
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
        * Designated states are Bulgaria, Belarus,
        Europe (OHIM), Georgia, Croatia, Iceland, Liechtenstein, Lesotho, Morocco, Macedonia, Norway, Romania, Russia, Serbia, Switzerland,
        Turkey, Ukraine, USA

        Protected: As above.

        
	 
	 	 
	130640	 	International*	 	923036	 	PICOCONDA	 	Registered	 	
        Class 5: Pharmaceuticals

        
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	
        Designated states are Bulgaria, Belarus, Croatia,
        Europe (OHIM), Georgia, Iceland, Liechtenstein, Lesotho, Macedonia, Morocco, Norway, Romania, Russia, Serbia, Switzerland, Turkey,
        Ukraine, USA.

        Protected: as above

        
	 


 


Exhibit 11.14


 


		1.	Giaconda’s product liability policy number 93391597 issued by Chubb Insurance Company of Australia Limited on 31 May
2010 and in force until 30 May 2011.



 



    	 



    	 



    

 


Exhibit 11.19


 


Budget


 


[****]