**Exhibit 4(a)(1)**

 

“CONFIDENTIAL TREATMENTREQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED AND HAVEBEEN SEPARATELY FILED WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEENREQUESTED WITH RESPECT TO THE OMITTED PORTIONS, WHICH ARE IDENTIFIED BY ***.”

 

**ASA Termination Agreement**

**Progen Industries Limited**

**ACN 010 975 612**

**Progen**

**Medigen Biotechnology Corporation**

**MBC**

 

 

 

 

 

 

The Clayton Utz contact for this document is

**Tim Reid on +617 3292****7000**

 

Clayton Utz

Lawyers

Level 28, Riparian Plaza  71 Eagle Street  Brisbane QLD  4000  Australia

GPO Box 55 Brisbane  QLD  4001

T +61 7 3292 7000  F +61 7 3221 9669

 

**www.claytonutz.com**

 

Our reference  15314/80049052

 

----

 

**Table of contents**
| **1.**     | **Definitions and interpretations**              | **1**                                  |
|------------|--------------------------------------------------|----------------------------------------|
|       |                                             |                                   |
|       | 1.1                                              | Definitions                            | 1 |
|       | 1.2                                              | Interpretation                         | 3 |
|       |                                             |                                   |   |
| **2.**     | **Termination of ASA**                           | **3**                                  |
|       |                                             |                                   |
|       | 2.1                                              | Termination                            | 3 |
|       | 2.2                                              | Continuation  of provisions            | 3 |
|       |                                             |                                   |   |
| **3.**     | **Release**                                      | **4**                                  |
|       |                                             |                                   |
|       | 3.1                                              | Mutual  release                        | 4 |
|       | 3.2                                              | Preservation  of rights                | 4 |
|       | 3.3                                              | Independent  obligations               | 4 |
|       | 3.4                                              | Specific  release from trial costs     | 4 |
|       |                                             |                                   |   |
| **4.**     | **Provision of data**                            | **4**                                  |
|       |                                             |                                   |
|       | 4.1                                              | Final  HCC PR88204 Stage I Data        | 4 |
|       | 4.2                                              | HCC  PR88204 Stage I Study Report      | 4 |
|       | 4.3                                              | Access  to PPC                         | 5 |
|       | 4.4                                              | Access  to MBC                         | 5 |
|       |                                             |                                   |   |
| **5.**     | **Payments by Progen**                           | **5**                                  |
|       |                                             |                                   |
|       | 5.1                                              | Payments  on delivery of data          | 5 |
|       | 5.2                                              | Form  of payments                      | 5 |
|       | 5.3                                              | Issue  of shares                       | 5 |
|       | 5.4                                              | Trial  costs payment                   | 6 |
|       | 5.5                                              | Transaction  Event payment             | 6 |
|       | 5.6                                              | Phase  III Trial payment               | 6 |
|       | 5.7                                              | Return  of Medigen Shares              | 6 |
|       |                                             |                                   |   |
| **6.**     | **Options**                                      | **7**                                  |
|       |                                             |                                   |
|       | 6.1                                              | Issuance  of options                   | 7 |
|       | 6.2                                              | Certificate                            | 7 |
|       | 6.3                                              | Options  not to be listed              | 7 |
|       | 6.4                                              | Grant  of Options conditional          | 7 |
|       |                                             |                                   |   |
| **7.**     | **Resignations**                                 | **7**                                  |
| ** ** | ** **                                       | ** **                             |
|       | 7.                                               | Resignations                           | 7 |
|       | 7.1                                              | Resignation  from Progen               | 7 |
|       | 7.2                                              | Cessation  of alternate director       | 7 |
|       | 7.3                                              | Resignation  from MBC                  | 7 |
|       |                                             |                                   |   |
| **8.**     | **Representations, warranties and undertakings** | **7**                                  |
|       |                                             |                                   |
|       | 8.1                                              | General                                | 7 |
|       | 8.2                                              | Warranties  by MBC regarding data      | 8 |
|       | 8.3                                              | Warranties  by MBC regarding equity    | 8 |
|       | 8.4                                              | Warranties  by Progen                  | 8 |
|       | 8.5                                              | Survival  of warranties                | 8 |
|       | 8.6                                              | Undertaking  as to share sales         | 9 |
|       | 8.7                                              | Undertaking  as to a Transaction Event | 9 |
|       |                                             |                                   |   |
| **9.**     | **Confidentiality and public announcements**     | **9**                                  |
|       |                                             |                                   |
|       | 9.1                                              | Confidentiality                        | 9 |
|       | 9.2                                              | MBC  confidentiality obligations       | 9 |
|       | 9.3                                              | ASA  obligations                       | 10 |

 

 

i

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|                                       | 9.4             | Exceptions                                 | 10     |
|--------------------------------------------|-----------------|--------------------------------------------|--------|
|                                       | 9.5             | Public  announcements                      | 10     |
|                                       |            |                                       |   |
| **10.**                                    | **Termination** | 10                                         |
|                                       |            |                                       |
|                                       | 10.1            | Termination  for Default                   | 10     |
|                                       | 10.2            | Event  of Insolvency                       | 11     |
|                                       | 10.3            | Consequences  of termination - obligations | 11     |
|                                       | 10.4            | Consequences  of termination - information | 11     |
|                                       |            |                                       |   |
| **11.**                                    | **Arbitration** | 11                                         |
|                                       |            | 12                                         |
|                                       | 11.1            | Reference  to arbitration                  | 12     |
|                                       | 11.2            | General  principles                        | 12     |
|                                       | 11.3            | Award  final and binding                   | 12     |
|                                       | 11.4            | Governing  law of arbitration agreement    | 12     |
|                                       |            |                                       |   |
| **12.**                                    | **Notices**     | 12                                         |
|                                       |            |                                       |
| **13.**                                    | **General**     | **13**                                     |
|                                       |            |                                       |
|                                       | 13.1            | Amendments                                 | 13     |
|                                       | 13.2            | Assignment                                 | 13     |
|                                       | 13.3            | Counterparts                               | 13     |
|                                       | 13.4            | Entire  agreement                          | 14     |
|                                       | 13.5            | Expenses                                   | 14     |
|                                       | 13.6            | Further  acts and documents                | 14     |
|                                       | 13.7            | Governing  law                             | 14     |
|                                       | 13.8            | No  representation or reliance             | 14     |
|                                       | 13.9            | Severance                                  | 14     |
|                                       | 13.10           | Waiver                                     | 14     |
|                                       | 13.11           | Text  of agreement                         | 15     |
|                                       |            |                                       |   |
| **Annexure A - Option terms (clause 6.1)** | **17**          |

** **

 

ii

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**ASA Termination Agreement made at                                on**

**Parties****                                                                                        ****Progen Industries Limited ACN 010 975 612** of 16Benson Street Toowong Qld 4066

(**“Progen”**)

**Medigen BiotechnologyCorporation**, a company incorporated in Taiwan, ofBuilding F, Room A, 14F., No.3, Yuancyu St., Nangang District, Taipei City 115,Taiwan

(**“MBC”**)

**Background**

A.                                                   Progenand MBC entered into an Agreement for Strategic Alliance in 2000.

B.                                                     The parties have agreed toterminate that agreement on the terms and conditions in this Agreement.

**Operative provisions**

# **1.**                                                      Definitions andinterpretations

## **1.1**                                               Definitions

**“ASA”**means the Agreement for Strategic Alliance entered into in or about May 2000between Progen and MBC as amended by the Supplementary Letter.

**“ASX”**means Australian Securities Exchange Limited ACN 008 624 691.

**“BusinessDay”** means a day that is not a Saturday, Sunday orpublic holiday and on which banks are open for business generally in Brisbaneand in Taipei.

**“BusinessHours”** means between 9.00 am and 5.00 pm on a BusinessDay.

**“Claim”**means any claim, demand or cause of action whetherarising in contract or tort, under statute or otherwise in relation to anyprovision of the ASA.

**“Commercialise”**means the sale or other exploitation of a product developed from intellectualproperty owned by or licensed to Progen in respect of PI-88 related to:

### (a)                                                   the potential treatment of solidtumours through inhibition of metastasis and new blood vessel growth; or

### (b)                                                  the potential treatment for preventionof thrombosis.

**“Execution Date”**means the date that this Agreement is fully executed by each party.

**“Final HCC PR88204 Stage IData”** means final Validated Data from the results of theHCC PR88204 Trial stage I undertaken by or on behalf of MBC in accordance withthe protocols agreed under the ASA.

**“HCC PR88204 Stage I StudyReport”** means the final study report prepared on the basisof the Final HCC PR88204 Stage I Data.

 

1

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**“ICH GCP”**means the guidelines of good clinical practice as approved by the InternationalConference on Harmonisation of Technical Requirements of Pharmaceuticals forHuman Use.

**“Issue Price”**means *** per ordinary share, being the volume weighted closing trading priceof Progen ordinary shares on ASX for the 30 Business Days up to and including ***.

**“Listing Rules”**means the listing rules of ASX as they apply to Progen from time to time.

**“Medigen Shares”**means 15,176,525 shares and 34,823,475 preferred shares held by Progen in MBC,which represent Progen’s entire shareholding in MBC.

**“Options”**means the options to be issued under clause 6.1 or clause 6.2.

**“Patient Records”**hasthe meaning given to it in clause 4.1.

**“Phase II PR88205 Study”**means the phase II study of PI-88 with Darcabazine in patients with metastaticMelanoma as referred to in the Supplementary Letter.

**“Phase III Trial”**means a trial involving testing of a drug in several hundred to severalthousand patients designed to provide statistically significant data on thedrug’s effectiveness, benefits and the range of possible adverse reactions.

**“PI-88”**meansan oligosaccharide based compound which inhibits heparanase, extravasation andthrombosis.

**“Preliminary HCC PR88204Stage I Data”** means preliminary Validated Data from theresults of the HCC PR88204 Trial stage I undertaken by or on behalf of MBC inaccordance with the protocols agreed under the ASA.

**“PPC”**means Protech Pharmaservices Corporation, a company incorporated in Taiwan,which is the independent party appointed to hold and verify the data createdunder the trials contemplated by the ASA in general and the PR88204 trial inparticular.

**“Supplementary Letter”**means the letter from Progen to MBC dated 18 April 2005 agreeing amendments tothe ASA.

**“Taiwan DOH”**meansthe Taiwan Department of Health, Republic of China.

**“Transaction Event”** means inrelation to Progen:
| (a)    | a  person acquires voting power (within the meaning in section 610 of the  Corporations Act 2001) in more than 50% of the ordinary shares in the Company  as a result of a takeover bid which is unconditional; or |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                               |
| (b)    | a  person acquires voting power (within the meaning in section 610 of the  Corporations Act 2001) in more than 50% of the ordinary shares in the Company  through a scheme of arrangement; or                      |
|   |                                                                                                                                                                                                               |
| (c)    | Progen  enters into an agreement with a third party that is not a related body  corporate of Progen, which agreement is or has become unconditional, which  provides for one or more of the following:             |
|   |                                                                                                                                                                                                               |
|   | (i)                                                                                                                                                                                                                | the grant of a licence to the third party  to Commercialise PI-88; |
|   |                                                                                                                                                                                                               |
|   | (ii)                                                                                                                                                                                                               | a joint venture, partnership or similar  arrangement under which Progen and the third party agree to carry on a  business of Commercialising PI- |

####  

#### 2

#### 

####  

|   | 88 and the third party is obliged to make material financial contributions  to that activity, |
|--------|-----------------------------------------------------------------------------------------------|
|   |                                                                                          |
|   | whether or not such agreement includes an agreement to further  develop PI-88.                |
|        |                                                                                               |  |

####  

#### **“ValidatedData”** means patient data that has been validated andverified to ICH GCP requirements by PPC or another contract research organisationapproved by Progen.

## **1.2**                                               Interpretation

In this Agreement:
| (a)                                                     | headings are for convenience  only and do not affect interpretation;                                                                                                                                                                                                                    |
|---------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                    |                                                                                                                                                                                                                                                                                    |
| and unless the context indicates a contrary  intention: |
|                                                    |                                                                                                                                                                                                                                                                                    |
| (b)                                                     | **“person”** includes an individual, the estate  of an individual, a corporation, an authority, an association or a joint  venture (whether incorporated or unincorporated), a partnership and a trust;                                                                       |
|                                                    | ** **                                                                                                                                                                                                                                                                              |
| (c)                                                     | a reference to a party  includes that party’s executors, administrators, successors and permitted  assigns, including persons taking by way of novation;                                                                                                                           |
|                                                    |                                                                                                                                                                                                                                                                                    |
| (d)                                                     | a reference to a document  (including this Agreement) is to that  document as varied, novated, ratified or replaced from time to time;                                                                                                                                                  |
|                                                    |                                                                                                                                                                                                                                                                                    |
| (e)                                                     | a reference to a statute  includes its delegated legislation and a reference to a statute or delegated  legislation or a provision of either includes consolidations, amendments, re-enactments  and replacements;                                                                      |
|                                                    |                                                                                                                                                                                                                                                                                    |
| (f)                                                     | a word importing the singular  includes the plural (and vice versa), and a word indicating a gender includes  every other gender;                                                                                                                                                       |
|                                                    |                                                                                                                                                                                                                                                                                    |
| (g)                                                     | a reference to a party,  clause, schedule, exhibit, attachment or annexure is a reference to a party,  clause, schedule, exhibit, attachment or annexure to or of this Agreement, and a reference to this Agreement includes all schedules, exhibits,  attachments and annexures to it; |
|                                                    |                                                                                                                                                                                                                                                                                    |
| (h)                                                     | if a word or phrase is given a  defined meaning, any other part of speech or grammatical form of that word or  phrase has a corresponding meaning;                                                                                                                                      |
|                                                    |                                                                                                                                                                                                                                                                                    |
| (i)                                                     | **“includes”** in any form is not a word of limitation;  and                                                                                                                                                                                                                  |
|                                                    | ** **                                                                                                                                                                                                                                                                              |
| (j)                                                     | a reference to **“$”** or **“dollar”**  is to Australian currency.                                                                                                                                                                                                  |

###  

# **2.**                                                      Termination of ASA

## **2.1**                                               Termination

In consideration of themutual promises in this Agreement and subject to this Agreement (in particularclause 2.2), the parties agree that the ASA will terminate, and be of nofurther force and effect, on and from the Execution Date.

## **2.2**                                               Continuation ofprovisions

Notwithstanding clause 2.1,each of the parties agrees to continue to be bound by the rights andobligations in clause 13 of the ASA as if it was incorporated in full in thisAgreement.

 

3

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# **3.**                                                      Release

## **3.1**                                               Mutual release

Subjectto clause 3.2, on and from the Execution Date, each party (“**releasor**”) irrevocably, fully and finally discharges andreleases the other party and each of its past or present directors, officersand employees (“**releasees**”) from any claim oraction of whatsoever nature for any loss, damage or other liability that thereleasor had or may have against the releasees including the performance of anyfurther obligations which either of them may have pursuant to the ASA, but forthis Agreement.

## **3.2**                                               Preservation of rights

The release in clause 3.1does not operate to:
| (a)    | release a party from a breach  of the ASA occurring before the Execution Date; or                                                                      |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                   |
| (b)    | release MBC or Progen from any  obligations under clauses 10, 11 or 13 of the ASA; or                                                                  |
|   |                                                                                                                                                   |
| (c)    | derogate from or otherwise  affect the intention of clause 13 of the ASA as to the ownership of the  intellectual property referred to in that clause. |

###  

### Other than the rightsspecifically preserved in this clause 3.2, no other rights or obligations inthe ASA are preserved following termination of the ASA under this Agreement.

## **3.3**                                               Independentobligations

The obligations of the partiesunder this Agreement are separate and independent obligations of the partiesand are not affected by the termination of the ASA under clause 2 or therelease in clause 3.1.

## **3.4**                                               Specific release fromtrial costs

Without limiting clause 3.1but subject to this Agreement, Progenirrevocably, fully and finally discharges and releases MBC from any furtherobligation under the ASA to co-fund the Phase II PR88205 Study.

# **4.**                                                      Provision of data

## **4.1**                                               Final HCC PR88204Stage I Data

As soon as the Final HCCPR88204 Stage I Data is available, and in any event, no later than 14 February2007, MBC must deliver to Progen the Final HCC PR88204 Stage I Data togetherwith, if available at that time, all patient case record forms including scanned forms relating to the Final HCCPR88204 Stage I Data (**“Patient Records”**).In any event, MBC must deliver to Progen the Patient Records by 14 March 2007.

## **4.2**                                               HCC PR88204 Stage IStudy Report

As soon as the HCC PR88204Stage I Study Report is available, and in any event, no later than 5 June 2007,MBC must deliver to Progen the HCC PR88204 Stage I Study Report.

 

4

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## **4.3**                                               Access to PPC

Progen may, and MBC willgive all necessary directions to permit Progen to, directly contact PPC or suchother independent party appointed to hold and verify the data created under thetrials contemplated by the ASA in general and the PR88204 trial in particular,to resolve any questions that Progen has in respect of Validated Data which hasbeen provided to Progen by PPC or that other independent party provided that such access is at Progen’s ownexpense and is granted only in a manner so as notto interfere with the normal business operations of PPC.

## **4.4**                                               Access to MBC

IfProgen wishes to contact MBC employees involved inthe conduct of the PR88204 trial to resolve any questions that Progen has inrespect of the data provided by MBC, Progen must first give notice to MBC and MBC must arrange for suchaccess at no cost to Progen, provided that such access is during normal business hours and undertakenin a manner so as not to interfere with the normal business operations of MBC.MBC will provide access to its employees under this clause and those employeeswill assist Progen resolve any questions on a timely basis.

# **5.**                                                      Payments by Progen

## **5.1**                                               Payments on deliveryof data

In consideration for MBCexecuting this Agreement, Progen must issue the following ordinary shares inProgen and make the following payments at the times indicated:
| (a)    | issue 500,000 ordinary shares  in Progen within 10 Business Days after the Execution Date;                                                        |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                              |
| (b)    | pay $2,000,000 within 10  Business Days of the delivery of both the Final HCC PR88204 Stage I Data and  the Patient Records under clause 4.1; and |
|   |                                                                                                                                              |
| (c)    | pay $2,000,000 within 10  Business Days of the delivery of the HCC PR88204 Stage I Study Report under  clause 4.2.                                |

###  

## **5.2**                                               Form of payments

Progen may, in its absolutediscretion, make the payments under clause 5.1(b) and (c) in either of thefollowing forms:
| (a)    | cash in which case payment  will be made by electronic transfer in Australian dollars to an account  nominated by MBC for that purpose, or failing nomination of an account, by  bank cheque drawn on an Australian bank; or |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                         |
| (b)    | by the issue of ordinary  shares in Progen at the Issue Price,                                                                                                                                                               |

###  

### provided that at least $2,000,000 of the total paymentsunder clause 5.1(b) and (c) are paid by way of the issue of shares.

## **5.3**                                               Issue of shares

If Progen issues ordinaryshares to MBC under clause 5.2:
| (a) | Progen must deliver to MBC on  the date for payment a holding statement reflecting the shares issued or such  other evidence of the issue of the shares reasonably satisfactory to MBC; |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

###  

###  

### 5

### 

###  

| (b)    | Progen will apply for the  shares to be listed for quotation on ASX in accordance with the Listing  Rules; and                                                                                                     |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                               |
| (c)    | MBC undertakes not to sell, or  otherwise dispose of, the shares issued to it under clause 5.1(a) until such  time as it has delivered to Progen both the Final HCC PR88204 Stage I Data  and the Patient Records. |

###  

## **5.4**                                               Trial costs payment

Inaddition to the payments payable under clause 5.1, within 15 BusinessDays after the Execution Date, Progen must pay to MBC $300,000 in considerationof MBC’s contribution to the costs of the Phase II PR88205 Study, in the mannerdescribed in clause 5.2(a).

## **5.5**                                               Transaction Eventpayment

In addition to the payments payable underclause 5.1, within 20 Business Days after the consummation of the firstTransaction Event to occur after signing this Agreement, Progen must pay to MBCas a once only payment, $2,000,000 in the manner described in clause 5.2(a).

 

## **5.6**                                               Phase III Trialpayment

Inaddition to the payments payable under clause 5.1, within 20 BusinessDays after the commencement of the first Phase III Trial on PI-88, Progen mustpay to MBC $2,000,000 in the manner described in clause 5.2(a).

## **5.7**                                               Return of MedigenShares

The parties agree that theywill take steps to cause the Medigen Shares to be returned by Progen to MBC for MBC to process the cancellation of the MedigenShares. Progenand MBC must do all things necessary under Taiwanese lawto give effect to the intention of the parties under this clause including the following:
| (a)    | within 5 Business Days of the Execution Date, Progen,  at MBC’s cost, will appoint Ernst & Young Taiwan in Taiwan to apply to  the Investment Commission of the Ministry of Economic Affairs on behalf of  Progen for cancellation of Progen’s investment in MBC;                                                                                                                                                        |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (b)    | within 10 Business Days of the Execution Date, MBC  must procure, at MBC’s cost, Ernst & Young Taiwan to prepare and provide  to Progen for its execution, a statement by which Progen acknowledges its  intention to abandon its equity investment in MBC;                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (c)    | within 10 Business Days of receiving the  statement from MBC (or such longer period as may be required having regard to  the need to have the statement notarized and legalized by the Taipei Economic  and Cultural Office in Australia), Progen will execute the statement and  arrange for it to be notarized and legalized by the Taipei Economic and  Cultural Office in Australia at Progen’s cost up to a limit of $1,000; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (d)    | MBC must cause Ernst & Young Taiwan to  diligently pursue the application and advise Progen when it has been  determined;                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (e)    | MBC must, or must instruct Ernst & Young  Taiwan to, provide Progen with copies of all documents that Progen may  require to properly account for and report the cancellation of its equity  investment and such other documents relating to the cancellation of the  equity investment as Progen reasonably requires.                                                                                                             |

###  

###  

### 6

### 

###  

# **6.**                                                      Options

## **6.1**                                               Issuance of options

### Within 10 Business Days after of the delivery of the HCCPR88204 Stage I Study Report under clause 4.2, Progen must issue to MBC onemillion options to subscribe for ordinary shares in Progen on the terms set outin Annexure A.

## **6.2**                                               Certificate

On the date of issue ofOptions, Progen must deliver to MBC a certificate for the Options issued onthat date or such other evidence of issue of the Options as MBC reasonably requires.

## **6.3**                                               Options not to belisted

MBC acknowledges that Progenis not obliged to apply for or cause the Options to be listed for quotation onASX or any other stock exchange.

## **6.4**                                               Grant of Optionsconditional

The grant by Progen of theOptions under clause 6.2 is conditional on MBC performing in full itsobligations under this Agreement which are due to be performed by the date forissue of the Options under clause 6.2, including delivery of the HCC PR88204Stage I Study Report under clause 4.2.

# **7.**                                                      Resignations

## **7.1**                                               Resignation fromProgen

On the Execution Date, MBC mustprocure that Dr Stanley Chang resigns as a director of Progen and, subject topayment by Progen of all director’s fees owing to Dr Chang up to the date ofresignation, releases Progen from any claims for director’s fees, remunerationor any other matter absolutely.

## **7.2**                                               Cessation of alternatedirector

On the Execution Date, MBC mustprocure that Dr Stanley Chang revokes the appointment of Mr Eugene Cheng as hisalternate director of Progen and procure that Mr Cheng provides anacknowledgement to Progen that he has no claims against Progen for director’sfees, remuneration or in respect of any other matter absolutely.

## **7.3**                                               Resignation from MBC

On the Execution Date, Progen must give notice to MBC of its resignation from theboard of directors’ of MBC and release MBC from any claims for director’s fees,remuneration, loss of office or any other matter absolutely.  Progen must also procure that the tworepresentatives appointed by Progen to the MBC board of directors’ aredischarged or resign as directors of MBC and release MBC from any claims fordirectors’ fees, remuneration, loss of office or any other matter absolutely.

# **8.**                                                      Representations,warranties and undertakings

## **8.1**                                               General

Each partyrepresents and warrants to the other party that:

 

7

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###  

| (a)    | this  Agreement constitutes its valid and legally binding obligation in accordance  with its terms;                                                                                                                 |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                |
| (b)    | the  execution, delivery and performance of this Agreement by it does not violate  any statute or law, or any document or agreement to which it is a party and  which is binding on it or any of its assets; and    |
|   |                                                                                                                                                                                                                |
| (c)    | all  consents, licences, approvals and authorisations required to be obtained by  it in connection with the execution, delivery and performance of this  Agreement have been obtained and are valid and subsisting. |

###  

## **8.2**                                               Warranties by MBCregarding data

MBC represents and warrantsfor the benefit of Progen that each of the Preliminary HCC PR88204 Stage IData, the Final HCC PR88204 Stage I Data and the HCC PR88204 Stage I StudyReport will:
| (a)    | be materially accurate and complete; and                                                      |
|--------|-----------------------------------------------------------------------------------------------|
|   |                                                                                          |
| (b)    | to the best of MBC’s knowledge  and belief, not be subject to any material misstatement. |

###  

## **8.3**                                               Warranties by MBCregarding equity

MBC represents and warrantsfor the benefit of Progen that:
| (a)    | it is aware  that any ordinary shares issued under this Agreement will be issued with a  view that offers for sale of those securities can be made subject to section  708A of the Corporations Act;                                                                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                             |
| (b)    | it is aware  that section 708A may not apply in the event that the Company does not  satisfy the requirements under section 708A (including if a notice given to  ASX under subsection 708A(5)(e) does not comply with subsection 708A(6));                                                      |
|   |                                                                                                                                                                                                                                                                                             |
| (c)    | it will not  offer to sell those securities to any person that is a person to whom a  disclosure document needs to be given under Chapter 6D of the Corporations  Act until the day after a notice is lodged by the Company with ASX that  complies with subsections 708A(5)(e) and 708A(6); and |
|   |                                                                                                                                                                                                                                                                                             |
| (d)    | its  acceptance of securities is in compliance with all relevant laws and  regulations (including, without limitation, the requirements of the  Australian Foreign Acquisitions and Takeovers Act 1975) in any applicable  jurisdiction.                                                         |

###  

## **8.4**                                               Warranties by Progen

Progenwarrants that there has been no withheld information to MBC pertaining to anywritten offer received pertaining to a possible Transaction Event as of theExecution Date.

## **8.5**                                               Survival of warranties

Each representation and warranty in this Agreement:
| (a)    | is severable; and                                |
|--------|--------------------------------------------------|
|   |                                             |
| (b)    | will survive the termination  of this Agreement. |

###  

###  

### 8

### 

###  

## **8.6**                                               Undertaking as toshare sales

### As long as MBC continues to holdmore than 3.5% of all issued and outstanding shares of Progen, MBC undertakes to notify Progen of anyintended on-market sale of shares in Progen by MBC at least 5 Business Daysbefore the intended date for sale. Progen agreesto keep such informationconfidential. MBC must givereasonable consideration to any proposal by a purchaser (which is not an associateof Progen) for the shares introduced by Progen or any other person before theintended date for sale, with the intention that if the proposal is comparableto, or better than, the market prices for the shares at that time, afterconsidering transaction costs, then MBC will prefer the proposal to selling theshares in any other way.  Nothing in thisclause gives Progen or any other person power to control the exercise of apower to dispose of the shares.

## **8.7**                                               Undertaking as to aTransaction Event

Tothe extent permitted by law, Progen will notify MBC of a Transaction Event on execution of any bindingmemorandum or agreement or at least 15 Business Days before the intended dateof the Transaction Event, whichever is earlier. In respect of a Transaction Eventof the type described in paragraphs (a) and (b) of the definition in clause1.1, Progen agrees that:
| (a)    | MBC  is not restricted under this Agreement from selling or disposing of all of  its shares in Progen or on a pro-rata basis with other sellers; and |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                 |
| (b)    | this  Agreement and the rights granted under this Agreement shall continue to bind  Progen or its successor.                                         |

###  

# **9.**                                                      Confidentiality andpublic announcements

## **9.1**                                               Confidentiality

Subject to clauses 9.4and 9.5, each party must keep the terms of this Agreement confidential.

## **9.2**                                               MBC confidentialityobligations

MBC must keep confidential:
| (a)    | the Preliminary HCC PR88024  Stage I Data;                                                                                |
|--------|---------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                      |
| (b)    | the Final HCC PR88024 Stage I  Data;                                                                                      |
|   |                                                                                                                      |
| (c)    | the HCC PR88024 Stage I Study  Report;                                                                                    |
|   |                                                                                                                      |
| (d)    | all data and the study report  arising from the follow-on study of the HCC PR88204 Trial stage I being  conducted by MBC; |
|   |                                                                                                                      |
| (e)    | all data relating to the Phase  II PR88205 Study; and                                                                     |
|   |                                                                                                                      |
| (f)    | any other information of  whatsoever nature which:                                                                        |
|   |                                                                                                                      |
|   | (i)                                                                                                                       | was the subject of obligations of confidentiality under the ASA; or |
|   |                                                                                                                      |   |
|   | (ii)                                                                                                                      | is produced as a result of this Agreement being entered into and  which relates to PI-88. |

####  

####  

#### 9

#### 

####  

## **9.3**                                               ASA obligations

Notwithstanding clause 2.1,each of the parties agree to continue to be bound by the confidentialityobligations in clauses 10 and 11 of the ASA as if they were incorporated infull in this Agreement.

## **9.4**                                               Exceptions

A party may make anydisclosure in relation to this Agreement:
| (a)    | to a professional adviser,  financial adviser, banker, financier or auditor if that person is obliged to  keep the information disclosed confidential; |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                   |
| (b)    | to comply with the law, or a  requirement of a regulatory body (including any relevant stock exchange);                                                |
|   |                                                                                                                                                   |
| (c)    | to any of its employees to  whom it is necessary to disclose the information;                                                                          |
|   |                                                                                                                                                   |
| (d)    | to obtain the consent of a  third party to a term of, or to an act under, this Agreement;                                                              |
|   |                                                                                                                                                   |
| (e)    | to enforce its rights or to  defend a claim or action under this Agreement;                                                                            |
|   |                                                                                                                                                   |
| (f)    | to a Agreement, on receipt of its undertaking to keep the information  disclosed confidential; or                                                      |
|   |                                                                                                                                                   |
| (g)    | if the information disclosed  has come into the public domain through no fault of the party making the  disclosure.                                    |

###  

## **9.5**                                               Public announcements

| (a)    | Except as required by law or a  regulatory body (including a relevant stock exchange), all press releases and  other public announcements in connection with this Agreement must be in terms agreed by the parties.                                                                                                                     |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                    |
| (b)    | Unless compelled by law, MBC  must not make any public statement about PI-88 or Progen which is negative or  may have an adverse effect on Progen or its business.                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                    |
| (c)    | If MBC becomes legally  compelled to disclose any information which is the subject of the  confidentiality obligations in this Agreement or which is negative or adverse  to PI-88 or Progen, then MBC will immediately notify Progen so that Progen  has the opportunity to apply for a protective order or other appropriate  remedy. |
|   |                                                                                                                                                                                                                                                                                                                                    |
| (d)    | Unless compelled by law, Progen must not make any public statement  which is negative or may have an adverse effect on MBC or its business.                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                               |
| (e)    | If Progen becomes legally compelled to  disclose any information which is the subject of the confidentiality  obligations in this Agreement or which is negative or adverse to MBC, then Progen will immediately notify MBC so that MBC has the opportunity to apply for a protective order or  other appropriate remedy.               |

###  

# **10.**                                               Termination

## **10.1**                                        Termination forDefault

Either party may terminatethis Agreement by notice to the other party if:

 

10

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| (a)    | an event of insolvency set out  in clause 11.2 occurs in respect of the other party; or |
|--------|-----------------------------------------------------------------------------------------|
|   |                                                                                    |
| (b)    | that other party commits any  breach of a term of this Agreement and:                   |
|   |                                                                                    |
|   | (i)                                                                                     | the breach is material and not capable of being cured; or |
|   |                                                                                    |   |
|   | (ii)                                                                                    | the breach is capable of being cured, but is not cured within  15 Business Days after a notice specifying the breach or default is  given to the other party. |

####  

## **10.2**                                        Event of Insolvency

An event of insolvency inrespect of a party means:
| (a)    | an application has been made  for winding up or the appointment of a liquidator or provisional liquidator  is made and not dismissed, stayed, enjoined or withdrawn within 21 days; |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                |
| (b)    | any order is made or  resolution passed for winding up (except for the purpose of reconstruction on  terms approved by the other party);                                            |
|   |                                                                                                                                                                                |
| (c)    | it enters into a scheme of  arrangement with its creditors or any class of creditors;                                                                                               |
|   |                                                                                                                                                                                |
| (d)    | it has a receiver or manager  of any of its assets appointed;                                                                                                                       |
|   |                                                                                                                                                                                |
| (e)    | it has an administrator  appointed under the Corporations Act 2001 (Cth), or any equivalent  legislation;                                                                           |
|   |                                                                                                                                                                                |
| (f)    | it is taken to be insolvent  under any relevant provision of the Corporations Act 2001 (Cth);                                                                                       |
|   |                                                                                                                                                                                |
| (g)    | it stops payment of its debts  or announces an intention to do so;                                                                                                                  |
|   |                                                                                                                                                                                |
| (h)    | it is struck off or  deregistered or otherwise ceases to exist or have full capacity;                                                                                               |
|   |                                                                                                                                                                                |
| (i)    | execution is levied against  any of its assets; or                                                                                                                                  |
|   |                                                                                                                                                                                |
| (j)    | it has any action taken  against it or happen to it which is equivalent to paragraphs (a) to (i) under  the law of any jurisdiction.                                                |

###  

## **10.3**                                        Consequences oftermination - obligations

Termination of this Agreement takes effect without prejudice to therights or remedies arising out of any antecedent breach of the Agreement.

## **10.4**                                        Consequences oftermination - information

If this Agreement isterminated, MBC must return to Progen within 10 Business Days of terminationall information, data or documents of any nature in relation to PI-88 which iswithin its power, possession or control.

# **11.**                                               Arbitration

## **11.1**                                        Reference toarbitration

| (a) | Any controversy, claim or  dispute directly or indirectly based upon, arising out of, relating to or in  connection with this Agreement  (including but not limited to any question relating to the existence,  validity or termination of this Agreement)  shall |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

###  

###  

### 11

### 

###  

|   | be referred to and finally  resolved by arbitration in accordance with the arbitration rules of the Singapore International Arbitration Centre. |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                            |
| (b)    | The seat of the arbitration  will be Singapore.                                                                                                 |
|   |                                                                                                                                            |
| (c)    | The number of arbitrators will  be 1.                                                                                                           |
|   |                                                                                                                                            |
| (d)    | The language of the  arbitration will be English.                                                                                               |

###  

## **11.2**                                        General principles

The parties further agree tothe following general principles relating to the procedure of the arbitration:
| (a)    | that they have chosen  arbitration for the purposes of achieving a just, quick and cost-effective  resolution of any dispute;                                                                                            |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                     |   |
| (b)    | that any arbitration conducted  pursuant to this clause shall not necessarily mimic court proceedings and the  practices of those courts will not regulate the conduct of the proceedings  before the arbitral tribunal; |
|   |                                                                                                                                                                                                                     |   |
| (c)    | that in conducting the  arbitration, the arbitral tribunal must take into account the matters set out  above, particularly in deciding issues such as:                                                                   |
|   |                                                                                                                                                                                                                     |   |
|   | (i)                                                                                                                                                                                                                      | how many written submissions will be allowed; |
|   |                                                                                                                                                                                                                     |   |
|   | (ii)                                                                                                                                                                                                                     | where appropriate, the length of written submissions; |
|   |                                                                                                                                                                                                                     |   |
|   | (iii)                                                                                                                                                                                                                    | the extent of document discovery permitted, if any; |
|   |                                                                                                                                                                                                                     |   |
|   | (iv)                                                                                                                                                                                                                     | the length of any hearing; and |
|   |                                                                                                                                                                                                                     |   |
|   | (v)                                                                                                                                                                                                                      | the  number of experts, if any, each party is allowed to appoint; and |
|   |                                                                                                                                                                                                                     |   |
| (d)    | that  the arbitral tribunal has the power to grant all legal, equitable and statutory remedies, except punitive  damages.                                                                                                |
|        |                                                                                                                                                                                                                          |  |  |

###  

## **11.3**                                        Award final andbinding

Anyaward will be final and binding upon the parties.

## **11.4**                                        Governing law ofarbitration agreement

Thelaw governing this arbitration agreement is the law in Singapore.

# **12.**                                               Notices

Each communication(including each notice, consent, approval, request and demand) under or inconnection with this Agreement:
| (a)    | must be in writing;                                                                                            |
|--------|----------------------------------------------------------------------------------------------------------------|
|   |                                                                                                           |
| (b)    | must be addressed as follows  (or as otherwise notified by that party to each other party from time to  time): |

###  

###  

### 12

### 

###  

| To Progen:            |
|-----------------------|
|                  |
| Name:                 | Progen Industries Limited |
| Address:              | 16  Benson Street, Toowong, Qld 4066 |
| Fax:                  | 61  7 3720 9624 |
| For the attention of: | Company Secretary |
|                  |   |
| To MBC:               |   |
|                  |   |
| Name:                 | Medigen Biotechnology Corporation |
| Address:              | Building F, Room A, 14F., No.3, Yuancyu  St., Nangang District, Taipei City 115, Taiwan |
| Fax:                  | 886 2 2785 5781 |
| For the attention of: | Chief Executive |

 
| (c)    | must be signed by the party  making it or (on that party’s behalf) by the solicitor for, or any attorney,  director, secretary or authorised agent of, that party;                                                                                                                                                                                                                               |                                                                                                                                                                                             |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                             |   |
| (d)    | must be delivered by hand or  posted by prepaid post to the address, or sent by fax to the number, of the  addressee, in accordance with clause 12(b); and                                                                                                                                                                                                                                       |                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                             |   |
| (e)    | is taken to be received by the  addressee:                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                             |   |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                   | (in the case of prepaid post sent to an address in the same country)  on the third day after the date of posting;                                                                                |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                             |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                  | (in the case of prepaid post sent to an address in another country)  on the fifth day after the date of posting by airmail;                                                                      |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                             |   |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                 | (in the case of fax) at the time in the place to which it is sent  equivalent to the time shown on the transmission confirmation report produced  by the fax machine from which it was sent; and |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                             |   |
|   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                  | (in the case of delivery by hand) on delivery,                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                             |   |
|   | but if the communication is taken to be received on a day that is not  a working day or after 5.00 pm, it is taken to be received at  9.00 am on the next working day (“working day” meaning a day that is not  a Saturday, Sunday or public holiday and on which banks are open for business  generally, in the place to which the communication is posted, sent or  delivered). |
|        |                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                  |  |  |

 

# **13.**                                               General

## **13.1**                                        Amendments

This Agreement may only bevaried by a document signed by or on behalf of each party.

## **13.2**                                        Assignment

A party cannot assign,novate or otherwise transfer any of its rights or obligations under thisAgreement without the prior consent of each other party.

## **13.3**                                        Counterparts

This Agreement may be executed in any number of counterparts and by theparties on separate counterparts. Each counterpart constitutes an original ofthis Agreement, and all togetherconstitute one agreement.

 

13

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## **13.4**                                        Entire agreement

To the extent permitted bylaw, in relation to its subject matter, this Agreement:

### (a)                                                   embodies the entire understanding ofthe parties, and constitutes the entire terms agreed by the parties; and

### (b)                                                  supersedes any prior written or otheragreement of the parties.

## **13.5**                                        Expenses

Except as otherwise providedin this Agreement, each party must payits own costs and expenses in connection with negotiating, preparing, executingand performing this Agreement.

## **13.6**                                        Further acts anddocuments

Each party must promptly doall further acts and execute and deliver all further documents (in form andcontent reasonably satisfactory to that party) required by law or reasonablyrequested by another party to give effect to this Agreement. Any obligation toassign or deliver up any intangible matter includes an obligation to deliver upany media embodying that intangible matter.

## **13.7**                                        Governing law

This Agreement is governedby and must be construed according to the law applying in Queensland.

## **13.8**                                        No representation orreliance

### (a)                                                   Each party acknowledges that no party(nor any person acting on a party’s behalf) has made any representation orother inducement to it to enter into this Agreement,except for representations or inducements expressly set out in this Agreement.

### (b)                                                  Each party acknowledges and confirmsthat it does not enter into this Agreementin reliance on any representation or other inducement by or on behalf of anyother party, except for representations or inducements expressly set out inthis Agreement.

## **13.9**                                        Severance

If at any time a provisionof this Agreement is or becomes illegal,invalid or unenforceable in any respect under the law of any jurisdiction, thatwill not affect or impair:

### (a)                                                   the legality, validity orenforceability in that jurisdiction of any other provision of this Agreement; or

### (b)                                                  the legality, validity orenforceability under the law of any other jurisdiction of that or any otherprovision of this Agreement.

## **13.10**                                 Waiver

### (a)                                                   Failure to exercise or enforce, or adelay in exercising or enforcing, or the partial exercise or enforcement of, aright, power or remedy provided by law or under this Agreement by a party does not preclude, or operate as a waiver of,the exercise or enforcement, or further exercise or enforcement, of that or anyother right, power or remedy provided by law or under this Agreement.

###  

### 14

### 

###  

### (b)                                                  A waiver or consent given by a partyunder this Agreement is only effectiveand binding on that party if it is given or confirmed in writing by that party.

### (c)                                                   No waiver of a breach of a term of thisAgreement operates as a waiver of anotherbreach of that term or of a breach of any other term of this Agreement.

## **13.11**                                 Text of agreement

This Agreement is binding in thisEnglish text form. Any translation is for convenience only.

 

15

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**Signed** as an agreement.

 

 
| **Executed**by **Progen Industries Limited******in  accordance with section 127 of the *Corporations  Act* by or in the presence of: |
|-------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                |
| ** **                                                                                                                                |
|                                                                                                                                      |   |   |   |
| Signature of Secretary/other Director                                                                                                     |   | Signature of Director |   |
|                                                                                                                                      |   |   |   |
|                                                                                                                                      |   |   |   |
| Name of Secretary/other  Director in full                                                                                                 |   | Name of Director |   |

 

 

 
| **The Common Seal**of **Medigen  Biotechnology Corporation** was affixed in the  presence of: |
|-----------------------------------------------------------------------------------------------|
|                                                                                          |   |   |   |
|                                                                                          |   |   |   |
|                                                                                          |   |   |   |
| Signature of Director                                                                         |   | Signature of Secretary/other Director |   |
|                                                                                          |   |   |   |
|                                                                                          |   |   |   |
| Name of Director in full                                                                      |   | Name of Secretary/other  Director in full |   |

** **

 

16

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**Annexure A -Option terms (clause 6.1)**

1.                                                       EachOption entitles the holder to subscribe for one fullypaid ordinary share (“Share”) in accordance with these terms at an exerciseprice equal to the volume weighted closingtrading price of Progen ordinary shares on ASX for the 60 Business Days up toand including the date of delivery of the HCC PR88204 Stage I Study Reportunder clause 4.2 of the ASA Termination Agreement(“Exercise Price”).

2.                                                       TheOption expires at 5.00pm Sydney time on the second anniversary of the date ofissue (“Expiry Time”). The holder may exercise the Option at any time until theExpiry Time.

3.                                                       Subjectto any applicable law, the holder may transfer some or all of the Options:

(a)                                                   if the Options are quoted on ASX, by a proper ASTCtransfer or any other method permitted by the Applicable Law; or

(b)                                                  by an instrument of transfer approved by the Directorsfrom time to time.

4.                                                       Theholder may exercise the Optionsin whole or in part in accordance with this Annexure A.

5.                                                       Optionsmay be exercised by delivery to the Company of a notice signed by the holderspecifying the number of Options exercised together with payment to the Companyby cheque or electronic funds transfer of the Exercise Price for each Optionexercised. If the Options are not quoted on ASX, the holder must also deliverthe certificate for the Options or if the certificate for the Options has beenlost, mutilated or destroyed, a declaration to that effect.

6.                                                       Onvalid exercise of Options, the Shares must be issued within 10 Business Days ofexercise. The Company must promptly apply for quotation of the Shares. TheShares issued will, subject to the constitution of the Company, rank in allrespects equally with the existing ordinary shares at the date of issue.

7.                                                       Theholder may only participate in new issues of Shares if the holder exercises anOption and becomes the holder of Shares on or prior to the record date for thenew issue of Shares.

8.                                                       Ifthe Company makes a pro rata issue, the Exercise Price of each Option will bereduced with the new exercise price of each Option to be calculated inaccordance with the formula in Listing Rule 6.22.2. No change will be made tothe number of Shares to which the Holder is entitled.

9.                                                       Ifthe Company makes a bonus issue, the number of Shares issued on exercise ofeach Option will be increased by the number of bonus Shares that the holderwould have received if the Option had been exercised prior to the record datefor the bonus issue.  No change will bemade to the Exercise Price.

10.                                                 Ifthere is a reorganisation (including consolidation, sub-division, reduction orreturn) of the share capital of the Company, the rights of holders in respectof any unexercised Options will onlybe changed to the extent necessary to comply with the Listing Rulesapplying to a reorganisation of capital at the time of the reorganisation.  Theremaining rights of the holders will remain unchanged.

 

17

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