**EXHIBIT 4(a)(1)**

 

 

Exclusive Licence Agreement

 

PharmaSynth Pty Ltd

PharmaSynth

 

Global Transbiotech Inc

GTB

 

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 reference15314/12192/80092067

 

----

 

**Table ofcontents**

 
| **1.**     | **Definitions and interpretations**      | **1**                                         |
|------------|------------------------------------------|-----------------------------------------------|
|       |                                     |                                          |   |
|       | 1.1                                      | Definitions                                   | 1 |
|       | 1.2                                      | Interpretation                                | 3 |
| ** ** | ** **                               | ** **                                    | ** ** |
| **2.**     | **Term of the agreement**                | **4**                                         |
| ** ** | ** **                               | ** **                                    | ** ** |
| **3.**     | **Licence of PharmaSynth IP**            | **4**                                         |
|       |                                     |                                          |   |
|       | 3.1                                      | Exclusive Licence                             | 4 |
|       | 3.2                                      | Use by PharmaSynth                            | 5 |
| ** ** | ** **                               | ** **                                    | ** ** |
| **4.**     | **Developed IP**                         | **5**                                         |
|       |                                     |                                          |   |
|       | 4.1                                      | Developed IP Owned by GTB                     | 5 |
|       | 4.2                                      | Rights to IP developed by PharmaSynth         | 5 |
| ** ** | ** **                               | ** **                                    | ** ** |
| **5.**     | **Sublicensing**                         | **6**                                         |
|       |                                     |                                          |   |
|       | 5.1                                      | Liability for sublicensee                     | 6 |
| ** ** | ** **                               | ** **                                    | ** ** |
| **6.**     | **Licence fees**                         | **6**                                         |
| ** ** | ** **                               | ** **                                    | ** ** |
| **7.**     | **Royalties**                            | **6**                                         |
|       |                                     |                                          |   |
|       | 7.1                                      | Royalties where valid Patent                  | 6 |
|       | 7.2                                      | Royalties where no Patent                     | 7 |
|       | 7.3                                      | Reports                                       | 7 |
|       | 7.4                                      | Sales of Products outside the Territory       | 7 |
|       | 7.5                                      | Accrual and payment of royalties              | 7 |
| ** ** | ** **                               | ** **                                    | ** ** |
| **8.**     | **GTB to Exploit**                       | **8**                                         |
|       |                                     |                                          |   |
|       | 8.1                                      | GTB to produce Products                       | 8 |
|       | 8.2                                      | Commencement of Phase 3 Trial                 | 8 |
|       | 8.3                                      | Exploitation of Products                      | 8 |
|       | 8.4                                      | Quality                                       | 9 |
|       | 8.5                                      | Notification of adverse event                 | 9 |
|       | 8.6                                      | Insurance                                     | 9 |
| ** ** | ** **                               | ** **                                    | ** ** |
| **9.**     | **Protection of Intellectual  Property** | **9**                                         |
|       |                                     |                                          |   |
|       | 9.1                                      | Notification of infringement                  | 9 |
|       | 9.2                                      | Infringement of PharmaSynth IP                | 9 |
|       | 9.3                                      | Maintenance of IP                             | 10 |
| ** ** | ** **                               | ** **                                    | ** ** |
| **10.**    | **Warranties and indemnities**           | **10**                                        |
|       |                                     |                                          |   |
|       | 10.1                                     | PharmaSynth warranties                        | 10 |
|       | 10.2                                     | GTB warranties                                | 10 |
|       | 10.3                                     | Exclusion of warranties                       | 11 |
|       | 10.4                                     | GTB’s acknowledgments                    | 11 |
|       | 10.5                                     | PharmaSynth’s acknowledgements           | 11 |
|       | 10.6                                     | GTB to indemnify PharmaSynth                  | 11 |
|       | 10.7                                     | PharmaSynth to indemnify GTB                  | 12 |
|       | 10.8                                     | Liability for costs of Infringement Claim     | 12 |
|       | 10.9                                     | General mutual representations and warranties | 12 |
|       | 10.10                                    | Indemnities                                   | 12 |
| ** ** | ** **                               | ** **                                    | ** ** |
| **11.**    | **Confidentiality**                      | **13**                                        |
|       |                                     |                                          |   |
|       | 11.1                                     | No use or disclosure                          | 13 |
|       | 11.2                                     | Further obligations                           | 13 |

 

i

----

 
|                             | 11.3                   | Legal requirements                        | 13         |
|----------------------------------|------------------------|-------------------------------------------|------------|
|                             | 11.4                   | Return of Confidential Information        | 14         |
|                             | 11.5                   | Retention for legal advice                | 14         |
|                             | 11.6                   | Survival of clause                        | 14         |
| ** **                       | ** **             | ** **                                | ** ** |
| **12.**                          | **Audit**              | **14**                                    |
|                             |                   |                                      |       |
|                             | 12.1                   | Records                                   | 14         |
|                             | 12.2                   | Audit                                     | 14         |
|                             | 12.3                   | Security                                  | 15         |
|                             | 12.4                   | Co-operation                              | 15         |
|                             | 12.5                   | Copies of materials                       | 15         |
|                             | 12.6                   | Costs of the Audit                        | 15         |
| ** **                       | ** **             | ** **                                | ** ** |
| **13.**                          | **Termination**        | **15**                                    |
|                             |                   |                                      |       |
|                             | 13.1                   | Reasons for termination by either party   | 15         |
|                             | 13.2                   | Reasons for termination by PharmaSynth    | 15         |
|                             | 13.2                   | Consequences of termination               | 15         |
|                             | 13.3                   | Termination due to default by PharmaSynth | 16         |
|                             | 13.4                   | Accrued rights and survival               | 16         |
| ** **                       | ** **             | ** **                                | ** ** |
| **14.**                          | **Dispute resolution** | **16**                                    |
|                             |                   |                                      |       |
|                             | 14.1                   | Negotiation                               | 16         |
|                             | 14.2                   | Referral to arbitration                   | 16         |
| ** **                       | ** **             | ** **                                | ** ** |
| **15.**                          | **Arbitration**        | **17**                                    |
|                             |                   |                                      |       |
|                             | 15.1                   | Reference to arbitration                  | 17         |
|                             | 15.2                   | Award final and binding                   | 17         |
| ** **                       | ** **             | ** **                                | ** ** |
| **16.**                          | **Force Majeure**      | **17**                                    |
|                             |                   |                                      |       |
|                             | 16.1                   | Event of Force Majeure                    | 17         |
|                             | 16.2                   | Remedy of Force Majeure                   | 17         |
|                             | 16.3                   | Extension of Term                         | 17         |
| ** **                       | ** **             | ** **                                | ** ** |
| **17.**                          | **Notices**            | **18**                                    |
| ** **                       | ** **             | ** **                                | ** ** |
| **18.**                          | **General**            | **19**                                    |
|                             |                   |                                      |       |
|                             | 18.1                   | Governing law                             | 19         |
|                             | 18.2                   | Jurisdiction                              | 19         |
|                             | 18.3                   | Assignment                                | 19         |
|                             | 18.4                   | Amendments                                | 19         |
|                             | 18.5                   | Waiver                                    | 19         |
|                             | 18.6                   | Further acts and documents                | 19         |
|                             | 18.7                   | No representation or reliance             | 19         |
|                             | 18.8                   | Expenses                                  | 19         |
|                             | 18.9                   | Entire agreement                          | 20         |
|                             | 18.10                  | Sub-contracting                           | 20         |
|                             | 18.11                  | Relationship of the parties               | 20         |
|                             | 18.12                  | Remedies cumulative                       | 20         |
|                             | 18.13                  | Severability of provisions                | 20         |
|                             | 18.14                  | Change in control                         | 20         |
|                             | 18.15                  | Publicity                                 | 20         |
|                             | 18.16                  | Counterparts                              | 21         |
| ** **                       | ** **             | ** **                                | ** ** |
| **Schedule 1 -  PharmaSynth IP** | **22**                 |

 

ii

----

 
| **Exclusive  Licence Agreement made on** | **2009** |
|------------------------------------------|----------|

 

**Parties****                                                                                        ****PharmaSynthPharmaSynth Pty Ltd**, ABN 48 074 656 509, of 2806 Ipswich Road, Darra, QLD, Australia (“PharmaSynth”),a wholly-owned subsidiary of Progen Pharmaceuticals Ltd

 

**GlobalTransbiotech, Inc** of 3550 Wilshire Blvd., Suite 1747,Los Angeles, CA 90010 USA (“**GTB**”)

 

**Introduction**

 

A.                                                   PharmaSynthis the holder of patent and other intellectual property rights in amulti-targeted cytostatic cancer therapeutic product known as PI-88, a mixture of highly sulfated,monophosphorylated, mannose oligosaccharides.

 

B.                                                     GTBis a developer, manufacturer and marketer of pharmaceutical products.

 

C.                                                     PharmaSynthand GTB executed a Binding Term Sheet on 14 May 2009 under which theparties agreed to negotiate an Exclusive Licence Agreement for the productknown as PI-88.

 

D.                                                    GTBhas had access to such information and personnel of PharmaSynth as requested byGTB to enable it to carry out due diligence on the product known as PI-88.

 

E.                                                      GTBhas satisfied itself as to its ability to successfully exploit PI-88 if granteda licence from PharmaSynth.

 

F.                                                      Pursuantto the terms and conditions contained in this agreement, PharmaSynth licensesGTB to develop, manufacture, use, sell, market and sublicense the product known as PI-88 in exchange forthe licence fees and royalties set out in this agreement.

 

**Operativeprovisions**

 

# **1.**                                                      Definitions andinterpretations

 

## **1.1**                                               Definitions

 

The following definitions apply unless the context requires otherwise.

 

**Affiliate**means withrespect to a party, any corporation or other business entity directly orindirectly controlling, controlled by or under common control with such party,where control means possession of the power to direct, or cause the directionof the management and policies of a corporation or other entity whether throughownership of voting securities, by contract or otherwise and includes withoutlimitation any related body corporate of a party as defined under section 50 ofthe Corporations Act 2001 (Cth).

 

**Commencement Date** means 1 July 2009,or the data of the execution of a definitive version of this agreement if thiscomes earlier.

 

**Confidential Information**meansall confidential and proprietary information, know how and trade secrets of aparty (including, without limitation, the terms of this agreement, all businessor financial information, all information, biological materials and samplesrelating to any Product, medical chemical and other scientific data, processesand analytic methodology used in the development, testing, clinical trials andanalysis of any Product, and packaging, manufacturing, advertising andmarketing data relating to the Product but excluding any information which:

 

(a)                                                   was in the public domain at the time of itsdisclosure;

 

1

----

 

(b)                                                  came into the hands of the receiving party by lawfulmeans and without breach of any obligation of confidentiality by any thirdparty; or

 

(c)                                                   was in fact known to the receiving party prior to itsdisclosure to that party.

 

**End User** means a thirdparty which is supplied a Product by GTB or its Affiliates or its sublicenseesbut does not distribute, resell or otherwise supply the Product to others(other than patients) in all countries in the Territory except for MainlandChina, where the End User may be, as the case may be, a distributor to whom GTBor its Affiliates or its sublicensees****sells theProduct.

 

**Event of Insolvency**means:

 

(a)                                                   filing by a Party in any court pursuant to any statuteof a petition in bankruptcy or insolvency, or for reorganization orarrangement, or for the appointment of a receiver of all or a portion of theParty’s property;

 

(b)                                                  the filing against a Party of any such petition, orthe commencement of a proceeding for the appointment of a trustee, receiver orliquidator for the Party, or of any of the property of the Party, or aproceeding by any governmental authority for the dissolution or liquidation ofthe Party, if such proceeding shall not be dismissed or trusteeshipdiscontinued within thirty (30)****days aftercommencement of such proceeding or the appointment of such trustee or receiver;

 

(c)                                                   the making by a Party of an assignment for the benefitof creditors; or

 

(d)                                                  a Party is or admits in writing that it is, or istaken under any applicable law to be, insolvent or unable to pay its debts.

 

**Exploit** includes:

 

(a)                                                   in respect of a product - to make, hire, market, sellor otherwise dispose of it, use it, import or export it, modify, improve orkeep it for the purpose of doing any of those things; or

 

(b)                                                  in respect of a method or process - use the method orprocess, improve or modify the process or do any act mentioned in paragraph (a) inrespect of a product resulting from such use,

 

and **Exploitation** has a correspondingmeaning.

 

**Force Majeure** means an act ofGod, strike, lockout or other interference with work, war (declared orundeclared), blockade, disturbance, lightning, fire, earthquake, storm, flood,explosion, governmental or quasi governmental restraint, expropriation,prohibition, intervention, direction or embargo, unavailability or delay inavailability of equipment or transport, inability or delay in obtaininggovernmental or quasi governmental approvals, consents, permits, licences,authorities or allocations, and any other cause, whether of the kindspecifically enumerated above or otherwise which is not reasonably within thecontrol of the party affected but does not include general economic conditions.

 

**Government Agency****means any government or governmental,semi-governmental, administrative, fiscal or judicial body, department,commission, authority, tribunal, agency or entity including, withoutlimitation, the Unites States Food and Drug Administration.

 

**GTB****Developed IP**means all IntellectualProperty developed or otherwise coming into existence directly as a result ofor in the course of GTB carrying out this agreement (including any new patents)but, for the avoidance of doubt, excludes all PharmaSynth IP.

 

2

----

 

**Intellectual Property****includesall present and future rights in relation to copyright, industrial andintellectual property rights of whatever nature in whatever country, includingwithout limitation all rights in relation to Confidential Information, inventions,innovations, plant varieties, registered and unregistered patents, registeredand unregistered trade marks (including service marks), registered designs, andcircuit layouts, and all other rights resulting from intellectual activity inthe industrial, scientific, literary or artistic fields whether created beforeor after the Commencement Date and whether existing in Australia or otherwise.

 

**Net Sales****meansthe full invoice price plus the value of any other consideration paid or givenby any person (including by contra arrangements, product swaps or otherarrangements) for Products sold by GTB, its Affiliates and sublicensees to EndUsers less:

 

(a)                                                  anydiscounts given to End Users;

 

(b)                                                     sales and excise taxes, customs duty, or  other compulsory payments to GovernmentAgencies, to the extent included in the invoice price,  provided they are actually paid or deductedand relate to the sale; and

 

(c)                                                  credits given to End Users for rejects or returns ofProducts.

 

**Products** means anyproducts produced from or based on the PharmaSynth IP, including improvements,modifications and variations made by GTB or its Affiliates during the Term.

 

**PharmaSynth IP** means theIntellectual Property owned or licensed by PharmaSynth which is necessary toExploit the product known as PI-88 and includes the patents and patentapplications set out in Schedule 1 and the Confidential Information ofPharmaSynth related to those patents and patent applications.

 

**Territory****meansthe world excluding Australia.

 

**Term** means the periodcommencing on the Commencement Date and expiring 15 years after theCommencement Date, unless earlier terminated in accordance with this agreement.

 

## **1.2**                                               Interpretation

 

In this agreement:

 

### (a)                                headings are for convenience only anddo not affect interpretation,

###  

### and unless the context indicatesa contrary intention:

###  

### (b)                               an obligation or liability assumed by,or a right conferred on, 2 or more persons binds or benefits them jointly andseverally;

###  

### (c)                                “**person**”includes an individual, the estate of an individual, a corporation, anauthority, an association or a joint venture (whether incorporated orunincorporated), a partnership and a trust;

###  

### (d)                               a reference to a party includes thatparty’s executors, administrators, successors and permitted assigns, includingpersons taking by way of novation and, in the case of a trustee, includes asubstituted or an additional trustee and further includes any person claimingon behalf of or under or through a party to this agreement;

###  

### (e)                                a reference to a document (includingthis agreement) is to that document as varied, novated, ratified or replacedfrom time to time;

 

3

----

 

### (f)                                  a reference to a statute or statutoryprovision includes a statutory modification or re-enactment of it or astatutory provision substituted for it, and each ordinance, by-law, regulation,rule and statutory instrument (however described) issued under it;

###  

### (g)                               a word importing the singular includesthe plural (and vice versa), and a word indicating a gender includes everyother gender;

###  

### (h)                               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 areference to this agreement includes all schedules, exhibits, attachments andannexures to this agreement;

###  

### (i)                                   if a word or phrase is given a definedmeaning, any other part of speech or grammatical form of that word or phrasehas a corresponding meaning;

###  

### (j)                                   “**includes**”in any form is not a word of limitation; and

###  

### (k)                                a reference to “**$**” or “**dollar**”is to US currency.

###  

# **2.**                                                      Term of the agreement

 

This agreement commences on the Commencement Date and continues for theTerm.

 

# **3.**                                                      Licence of PharmaSynthIP

 

## **3.1**                                               Exclusive Licence

###  

### (a)                                                   Subject to the terms of this agreement,PharmaSynth hereby grants and GTB accepts, an exclusive licence, including theright to grant sublicences, to Exploit the PharmaSynth IP in the Territoryduring the Term.

###  

### (b)                                                  To the extent that the PharmaSynth IPincludes a patent, the licence granted under clause 3.1(a) ceases inrespect of that patent on the expiry of that patent and the expiry of anypatent extensions.

###  

### (c)                                                   After the Commencement Date,PharmaSynth will, at the request of GTB, provide samples of any Products it haswhich are relevant to the Field, including any intermediate forms and copies ofthe Products and any related Confidential Information.

###  

### (d)                                                  For the purpose of assisting GTB tocarry out its clinical trial PharmaSynth will if requested by GTB:

####  

#### (i)                                                     Supplytwo (2) kg of the PI-88 bulk Active Pharmaceutical Ingredient (API) at nocost to GTB;

####  

#### (ii)                                                  Atthe request of GTB, transfer ownership to GTB of a minimum of 20,000 vials ofpre-filled lyophilised PI-88 (the equivalent of approximately 5 kg bulk API ofPI-88), each containing 210 mg of PI-88 and a minimum of 20,000 vials of thelyophilised placebo, each containing 210 mg of the placebo, a minimum of 40,000syringes prefilled with 1 ml of saline, associated needles and productpackaging. Such GTB request of PharmaSynth to occur within 60 (sixty) days ofthe Execution of this Agreement. If GTB requests this transfer, the costsassociated with the storage and further handling, including possible shipmentof the material, upon the issue of this GTB request is assumed 

 

4

----

 

#### by GTB. The material is stored at Fischer Clinical in Allentown,Pennsylvania, USA.

####  

#### (iii)                                               supplyup to a further 30 kg of API at $17,500 per kg; and

####  

#### (iv)                                              supplyany further API at $25,000 per kg.

####  

#### GTB to pay for the API within 30 days of the request by GTB.

####  

### (e)                                                   PharmaSynth will not sell Productsrelevant to the Field to End Users in the Territory nor supply Productsrelevant to the Field to any person who PharmaSynth has reasonable grounds tobelieve is likely to export the Products into the Territory.

###  

### (f)                                                     All enquiries PharmaSynth receives inrespect of Products relevant to the Field to be delivered to End Users in theTerritory will be referred to GTB.

###  

## **3.2**                                               Use by PharmaSynth

###  

### (a)                                                   For the avoidance of doubt, thisagreement does not limit PharmaSynth’s ability to Exploit the PharmaSynth IPoutside the Territory.

###  

### (b)                                                  GTB and its Affiliates will not:

####  

#### (i)                                                     sellProducts to End Users outside the Territory; or

####  

#### (ii)                                                  supplyProducts to any third party who PharmaSynth has reasonable grounds to believeis likely to export the Products outside the Territory.

###  

### (c)                                                   PharmaSynth may require GTB to take allreasonable actions within its legal rights and powers (including conductinglitigation) to cause third parties to cease such exportation or use.

###  

### (d)                                                  All enquiries GTB receives in respectof Products to be delivered to End Users outside the Territory will be referredto PharmaSynth.

 

# **4.**                                                      Developed IP

 

## **4.1**                                               Developed IP Owned byGTB

 

The parties acknowledge that all right, title and interest in and toall of the GTB Developed IP is owned by GTB.

 

If, in the course of commercial development efforts related to theProduct outside the territory, PharmaSynth can negotiate with GTB to access GTBDeveloped IP as relates to the Product.

 

## **4.2**                                               Rights to IP developedby PharmaSynth

###  

### (a)                                                   If in the course of complying with itsobligations under this agreement, PharmaSynth develops modifications to theProduct and the Product IP which result in the creation of new IntellectualProperty, then GTB will have a right of first refusal to Exploit thatIntellectual Property on terms specified by PharmaSynth.

###  

### (b)                                                  If GTB does not exercise its firstright of refusal within 30 days of receiving the terms provided by PharmaSynthpursuant to 4.2(a) , PharmaSynth may license that Intellectual Property toa third party on terms which are no more favourable than those offered to GTBunder clause 4.2(a).

 

5

----

 

### (c)                                                   If GTB exercises its right of firstrefusal, the parties will either vary this agreement or enter into a newagreement, in each case to reflect the terms offered under clause 4.2(a).

 

4.3                                                   Forclarification, with regards to any non-clinical and clinical data that may bedeveloped by the Parties during the Term, the Parties agree to share that datafreely, with no additional obligation, and make it available to the otherParty.

 

# **5.**                                                      Sublicensing

 

## **5.1**                                               Liability forsublicensee

 

GTB acknowledges and agrees that the use of a sublicensee does notrelieve GTB of any of its obligations, duties or limitations under thisagreement and any act or omission of a sublicensee will have the sameconsequences or effect as if such action or omission was GTB’s own.

 

# **6.**                                                      Licence fees

 

In consideration of the licence granted to GTB under this agreement, inrespect of each Product GTB will pay a total of $5,000,000 to PharmaSynth the followinglicence fees within 30 days of the occurrence of the following events:

 

### (a)                                                   a payment of $500,000 after the approval by any Government Agencywithin the Territory to commence the first Phase 3 or Pivotal RegistrationClinical Trial Protocol of a Product;

###  

### (b)                                                  a payment of $500,000 after the commencement of the first Phase 3or Pivotal Registration Clinical Trial for a Product;

###  

### (c)                                                   a payment of $1,000,000 after the completion of the first Phase 3 orPivotal Registration Clinical Trial for a Product;

###  

### (d)                                                  a payment of $1,000,000 after the submission of a Product to any Government Agency for regulatoryapproval for use in the first****countryin the Territory; and

###  

### (e)                                                   a payment of $2,000,000 after a relevant Government Authority firstgiving approval for use of a Product.

###  

### Payment will be in US dollars toa US dollar account in Australia, the details of which are as notified byPharmaSynth to GTB from time to time.

###  

# **7.**                                                      Royalties

# ** **

## **7.1**                                               Royalties where validPatent

## ** **

If GTB or its Affiliates or its sublicensees sell Product into acountry where there is a valid enforceable and unexpired patent(s) **or** patent extension(s) or patent application(s) active at the time of commencement, inrespect of some or all of the Product or its method of manufacture, GTB willpay the following royalties:

 

### (a)                                                   8% of the Net Sales made by GTB and itsAffiliates and its sublicensees from that country, until Net Sales in theTerritory during each one-year annual period exceed $500,000,000 per year;

###  

### 6

### 

###  

### (b)                                                  9% of the Net Sales made by GTB and itsAffiliates and its sublicensees from that country, if Net Sales in theTerritory during each one-year annual period exceed $500,000,000 per year but are less than or equal to$1,000,000,000 per year, assessed on the net sales; and

###  

### (c)                                                   10% of the Net Sales made by GTB andits Affiliates and its sublicensees from that country if Net Sales in theTerritory during the Term exceed $1,000,000,000 per year, assessed on the netsales.

###  

## **7.2**                                               Royalties where noPatent

 

If GTB or its Affiliates or its sublicensees sell Product into acountry where there is no or there is no longer any patent application,registered patent, or patent extension in respect of the Product or its methodof manufacture, GTB will pay the following royalties:

 

### (a)                                                   4% of the Net Sales made by GTB and itsAffiliates and its sublicensees from that country, until Net Sales in theTerritory during each one-year annual period exceed $500,000,000 per year;

###  

### (b)                                                  5% of the Net Sales made by GTB and itsAffiliates and its sublicensees from that country, if Net Sales in theTerritory during each one-year annual period exceed $500,000,000 per year but are less than or equal to$1,000,000,000 per year, assessed on the net sales; and

###  

### (c)                                                   6% of the Net Sales made by GTB and itsAffiliates and its sublicensees from that country if Net Sales in the Territoryduring each one-year annual period exceed $1,000,000,000 per year,assessed on the net sales.

###  

## **7.3**                                               Reports

## ** **

Within 14 days of the anniversary of each Commencement Date, GTB willsend PharmaSynth a report setting out:

 

### (a)                                                   a summary of progress being made toobtain Government Agency approvals in the Territory;

###  

### (b)                                                  the details of royalties, fees or otheramounts received for each month of the previous year from sublicensees; and

###  

### (c)                                                   the details of the total sales in eachcountry (including a breakdown of sales by GTB, Affiliates and sublicensees)and the Net Sales in each country for each month of the previous year.

###  

## **7.4**                                               Sales of Productsoutside the Territory

## ** **

If GTB, its Affiliates or sublicensees sell any Products outside theTerritory, the royalty payable to PharmaSynth is the full amount of any NetSales for those Products.

 

If PharmaSynth,its Affiliates or sublicensees sell any Products inside the Territory, theroyalty payable to GTBwill be the full amount of anyNet Sales for those Products.

 

## **7.5**                                               Accrual and payment ofroyalties

## ** **

### (a)                                                   All royalties accrue whenactually received from an End User by GTB or its sublicensee.

###  

### 7

### 

###  

### (b)                                                  GTB will pay all royalties due toPharmaSynth under this clause 7 on a 6 monthly basis commencing on theCommencement Date, each payment to be made within 30 days of the end of therelevant 6 monthly period, with the first 6-month period beginning on the firstday of the month following the Commencement Date.

###  

### (c)                                                   Payment will be in US dollars to a USAbank account, the details of which are as notified by PharmaSynth to GTB fromtime to time.

###  

# **8.**                                                      GTB to Exploit

# ** **

## **8.1**                                               GTB to produceProducts

## ** **

### (a)                                                   GTB is free to establish any technical,pre-clinical or clinical program at GTB’s expense, for the purposes ofpreparing any new drug application using the PharmaSynth IP with any GovernmentAgency in the Territory.

###  

### (b)                                                  GTB will use reasonable efforts tocarry out, at its own expense, all product development, including withoutlimitation, regulatory and clinical work, testing, or studies relating toProducts, reasonably required to obtain all regulatory approvals needed toExploit the Products in the Territory.

###  

### (c)                                                   GTB will use its reasonable efforts tofile, prosecute and maintain during the Term, all necessary and appropriateapplications, submissions and filings to the appropriate Government Agency, toobtain approval to Exploit the Products in each country within the Territory.

###  

### (d)                                                  GTB will advise PharmaSynth immediatelyon obtaining any approval from a Government Authority in respect of a Product.

###  

### (e)                                                   PharmaSynth will provide reasonableassistance to GTB to the extent of making available, without charge, TechnicalPersonnel to assist GTB in both technical and clinical issues, and in makingany necessary submissions or filings for approvals in each country within theTerritory, including provision of relevant documentation which is in thepossession of PharmaSynth for submissions, applications or filings, butPharmaSynth will not be obliged to commit to any particular expenditure inproviding such assistance..

###  

## **8.2**                                               Commencement of Phase3 Trial

## ** **

If GTB has not commenced a Phase 3 or Pivotal Registration ClinicalTrial within 9 months of the Commencement Date, PharmaSynth may at any timethereafter immediately terminate this agreement by written notice to GTB.

 

## **8.3**                                               Exploitation ofProducts

## ** **

If GTB has not commenced the Exploitation of a Product in a country inwhich a valid enforceable and unexpired patent application(s), patent(s) orpatent extension(s) covering the Product existswithin the Territory within five (5) years of theCommencement Date, then PharmaSynth may by written notice, advise GTB thatunless it commences Exploitation of a Product in that country within 6 months(or such longer period set out in the notice), that country will be removedfrom the definition of Territory in this agreement.  A notice may include more than one countryand will be taken to be a notice in respect of each country specified in thenotice.  Should Exploitation not occurduring that 6 month or longer stipulated period, the country will be removedfrom the Territory.

 

8

----

 

## **8.4**                                               Quality

## ** **

GTB is responsible for maintaining commercially acceptable qualitycontrol standards in all manufacturing related to a Product, including meetingthe manufacturing standards required by any Government Agency and goodmanufacturing practice.

 

## **8.5**                                               Notification ofadverse event

## ** **

Each party agrees to report to the other within 3 days of receipt ofthe information, any serious adverse event which is reported to occur as aresult of the use of the Products.  Suchevents must be reported in as much detail as possible, whether or not there isproof of a causal connection between events and use of Products.  A serious adverse event includes anyexperience relating to the Products which is reasonably regarded to bemedically significant.

 

## **8.6**                                               Insurance

## ** **

GTB will procure and maintain at its own expense for the Term, productliability insurance in the amount of not less than $10,000,000, insuring GTB from and against all lossarising from or incidental to the Exploitation (commercial manufacturing andmarketing) of the commercialProducts.

 

# **9.**                                                      Protection ofIntellectual Property

# ** **

## **9.1**                                               Notification ofinfringement

## ** **

Each party shall promptly give the other notice of:

 

### (a)                                                   any claim or allegations that theexercise of the rights under the agreement constitute an infringement of therights of any third party; and

###  

### (b)                                                  any third party’s infringement orthreatened infringement of the PharmaSynth IP or the Developed IP,

###  

of which it becomes aware.

 

## **9.2**                                               Infringement ofPharmaSynth IP

## ** **

### (a)                                                   PharmaSynth has the sole right todetermine what action should be taken in respect of any infringement ofPharmaSynth IP, and GTB will cooperate in the conduct of any action brought byPharmaSynth.  PharmaSynth shall bear allthe costs and expenses of any action it takes.

###  

### (b)                                                  If PharmaSynth does not bring suitagainst a third party who is infringing the PharmaSynth IP in the Territory,then GTB may give notice in writing to PharmaSynth that it wishes to commenceaction.  If PharmaSynth does not advisethat it will commence action within 14 days of that notice, GTB may elect tobring action.

###  

#### (i)                                                     IfGTB brings an action against a third party, it will do so at its own cost andexpense and within 6 months of the notice given under clause 9.2(b).

####  

#### (ii)                                                  Inexercising its rights under clause 9.2(b)(i), GTB must ensure that it does notperform any acts or omissions that in any way adversely effect:

####  

##### A.                                                   thevalidity of any PharmaSynth IP;

#####  

##### B.                                                     thereputation of PharmaSynth as the owner of the PharmaSynth IP.

#####  

##### 9

##### 

#####  

#### (iii)                                               Allcosts and expenses (including attorney’s fees) of any actions or proceedings takenby GTB (including where PharmaSynth is joined as a party) will be borneexclusively by GTB, and, in such a case, GTB shall retain the damages and otherremedies as relate to the Territory received from the infringing party.

####  

### (c)                                                   GTB indemnifies PharmaSynth from andagainst any costs, fees, damages or accounts of profits awarded againstPharmaSynth in any action commenced by GTB under this clause 9.2.

###  

## **9.3**                                               Maintenance of IP

###  

### (a)                                                   GTB will during the Term take allreasonable and necessary steps and pay all necessary expenses to obtainregistration of Intellectual Property relating to any improvements made by oron behalf of PharmaSynth to PharmaSynth IP in any country in the Territory inwhich PharmaSynth IP is registered as at the Commencement Date.

###  

### (b)                                                  GTB will take all reasonable steps andpay all necessary expenses to prosecute any patent application in the Territoryin respect of PharmaSynth IP.

###  

### (c)                                                   GTB will during the Term take allreasonable steps and pay all necessary expenses to maintain for the full lifeof, and any extension that may be available, all Intellectual Property which isPharmaSynth IP in the Territory.

###  

### (d)                                                  GTB may, in consultation withPharmaSynth, file on behalf of and as agent for PharmaSynth all applicationsand filings and take all actions necessary to obtain the benefits ofregistration, and PharmaSynth will sign any authorisations and instrumentsreasonably requested by GTB to enable GTB to comply with its obligations underthis clause 9.2.

###  

### (e)                                                   Should GTB not comply with its obligationsunder this clause 9.2, PharmaSynth is hereby appointed as agent for GTB toperform all such obligations on GTB’s behalf. Where PharmaSynth performs an obligation of GTB, the cost and expense ofsuch performance is due and payable by GTB to PharmaSynth and GTB is notrelieved from its failure to perform the obligation.

###  

# **10.**                                               Warranties andindemnities

# ** **

## **10.1**                                        PharmaSynth warranties

## ** **

PharmaSynth warrants and represents to GTB that to the best ofPharmaSynth’s knowledge:

 

### (a)                                                   it is either the sole and beneficialowner or the exclusive licensee of the PharmaSynth IP and that the PharmaSynthIP is not encumbered nor licensed to a third party in any way inconsistent withthe exploitation of the rights granted pursuant to this agreement; and

###  

### (b)                                                  it is entitled to grant the rightscontained in this agreement in relation to the PharmaSynth IP to GTB.

###  

## **10.2**                                        GTB warranties

## ** **

GTB warrants and represents to PharmaSynth that:

 

### (a)                                                   to the best of GTB’s knowledge it willbe is either the sole and beneficial owner or the exclusive licensee of the GTBDeveloped IP and that the GTB Developed IP will not 

 

10

----

 

### be encumbered nor licensed to athird party in any way inconsistent with the exploitation of the rights grantedpursuant to this agreement;

###  

### (b)                                                  to the best of GTB’s knowledge it isentitled to grant the rights contained in this agreement in relation to theDeveloped IP to PharmaSynth; and

###  

### (c)                                                   it has and will maintain adequateinsurance in accordance with prudent business practice and, to the best of GTB’sknowledge, it has not failed to comply with any of the conditions contained in an adequate insurance policy.

###  

## **10.3**                                        Exclusion ofwarranties

## ** **

Except for the express warranties in this agreement, to the full extentpermitted by law, any conditions or warranties imposed by legislationapplicable to this agreement are hereby excluded.

 

## **10.4**                                        GTB’s acknowledgments

## ** **

GTB hereby acknowledges and agrees that:

 

### (a)                                                   PharmaSynth has not made and does notby entering into this agreement make any representations or give any warrantiesother than those set out in this clause regarding the suitability ofPharmaSynth IP or GTB Developed IP for any purpose; and

###  

### (b)                                                  it will not knowingly do, or assist anythird party to do, anything to imperil or challenge the validity of, orPharmaSynth’s ownership of, any of the PharmaSynth IP.

###  

## **10.5**                                        PharmaSynth’sacknowledgements

## ** **

PharmaSynth hereby acknowledges and agrees that:

 

### (a)                                                   GTB has not made and does not byentering this agreement make any representations or give any warranties otherthan those set out in this clause regarding the suitability of the GTBDeveloped IP for any purpose; and

###  

### (b)                                                  it will not knowingly do, or assist anythird party to do, anything to imperil or challenge the validity of, orownership by GTB of, any of the GTB Developed IP.

###  

## **10.6**                                        GTB to indemnifyPharmaSynth

## ** **

GTB shall defend, indemnify and hold harmless PharmaSynth, itsofficers, employees and agents from and against all actions, suits, claims,proceedings, causes of action, judgments or demands (including those brought bythird parties) which may be brought against it or them, whether on their own orjointly with PharmaSynth and whether at common law, in equity or pursuant tostatute or otherwise, in respect of any loss, death, injury, illness or damage(whether personal or property) which arises out of:

 

### (a)                                                   any Exploitation of any of thePharmaSynth IP or the GTB Developed IP in the Territory;

###  

### (b)                                                  any Product or use of any Product;

###  

### (c)                                                   a breach of this agreement by GTB orits Affiliates;

###  

### (d)                                                  the failure of any representation orwarranty of GTB set forth in this agreement; or

###  

### (e)                                                   the negligence or wilful misconduct ofGTB or its Affiliates or their employees, agents or officers,

 

11

----

 

except in eachcase to the extent any such claim results or arises from breach by PharmaSynthof any term of this agreement or the negligence or wilful misconduct ofPharmaSynth or any of its employees, agents or officers.

 

## **10.7**                                        PharmaSynth toindemnify GTB

## ** **

PharmaSynthshall defend, indemnify and hold harmless GTB, its officers, employees andagents from and against all actions, suits, claims, proceedings, causes ofaction, judgments or demands (including those brought by third parties) whichmay be brought against it or them, whether on their own or jointly withPharmaSynth and whether at common law, in equity or pursuant to statute orotherwise, in respect of any loss, death, injury, illness or damage (whetherpersonal or property) which arises out of a breach of clause 10.1 or 11, exceptto the extent that such claim results or arises from breach by GTB of any termof this agreement or the negligence or wilful misconduct of GTB and itsAffiliates, or their employees, agents or officers.

 

## **10.8**                                        Liability for costs ofInfringement Claim

## ** **

### (a)                                                  Notwithstandingclauses 10.6 and 10.7, in the case of any claim of infringement of PharmaSynthIP or infringement of a third party’s Intellectual Property by the Products,which is brought by a third party against GTB in a country in theTerritory (whether alone or together with PharmaSynth) (the “**Infringement Claim**”):

###  

#### (i)                                                     **GTB** will appoint lawyers acceptable to **PharmaSynth** to conduct the defence of the Infringement Claim;

####  

#### (ii)                                                  **GTB** will be responsible for the legal expenses and for all actionstaken by **GTB’s** lawyers;

####  

#### (iii)                                               **GTB** will not settle or compromise any case without the prior writtenconsent of **PharmaSynth**, which will not beunreasonably withheld; and

####  

#### (iv)                                              **PharmaSynth** will provide **GTB** with such assistanceand information as **GTB** reasonably requests.

####  

#### (v)                                                 Both Parties agree to share thecost at 20/80**(PharmaSynth/GTB).**

 

## **10.9**                                        General mutualrepresentations and warranties

## ** **

Each of theparties represents and warrants to the other party that each of the followingstatements is true and correct in all material respects:

 

### (a)                                                  it has full power andauthority to enter into, perform and observe its obligations under thisagreement, and that its execution, delivery and performance of this agreementhas been duly and validly authorised by all necessary corporate action; and

###  

### (b)                                                  this agreement andthe transactions contemplated by it do not contravene its constituent documentsor any law, regulation or official directive or any of its obligations orundertakings by which it or any of its assets are bound or cause a limitationon its powers or those of its directors to be exceeded.

###  

## **10.10**                                 Indemnities

## ** **

### (a)                                                  Each indemnity inthis agreement is a continuingobligation, separate and independent from the other obligations of the parties,and survives termination, completion or expiration of this agreement.

 

12

----

 

### (b)                                                  It is not necessaryfor a party to incur expense or to make any payment before enforcing a right ofindemnity conferred by this agreement.

###  

### (c)                                                   A party must pay ondemand any amount it must pay under an indemnity in this agreement.

###  

# **11.**                                               Confidentiality

# ** **

## **11.1**                                        No use or disclosure

## ** **

Neither of theparties shall, unless specifically authorised in this agreement or with theprior written consent of the other party:

 

### (a)                                                  disclose anyConfidential Information of the other party;

###  

### (b)                                                  disclose anyConfidential Information relating to a Product relevant to the Field;

###  

### (c)                                                   make use of anyConfidential Information of the other party for any purpose other than for thepurposes set forth in or in furtherance of this agreement; or

###  

### (d)                                                  make use of anyConfidential Information relating to a Product relevant to the Field for anypurpose other than for the purposes set forth in or in furtherance of thisagreement.

###  

## **11.2**                                        Further obligations

## ** **

Each of theparties must:

 

### (a)                                                  use its bestendeavours to keep the Confidential Information of the other party safe andsecure and prevent unauthorised use, reproduction or disclosure of theConfidential Information of the other party;

###  

### (b)                                                  restrict thedisclosure of the Confidential Information of the other party to only thoseemployees who require the Confidential Information for the purposes offulfilling that party’s obligations under this agreement;

###  

### (c)                                                   not make, assist orpermit any person (including its representatives) to make any unauthorised use,disclosure or reproduction of any of the other party’s ConfidentialInformation;

###  

### (d)                                                  take reasonable stepsto enforce the confidentiality obligations imposed or required to be imposed bythis agreement including diligently prosecuting at its cost any breach orthreatened breach of such confidentiality obligations by a person to whom ithas disclosed such Confidential Information and, where appropriate, making applicationsfor interim or interlocutory relief; and

###  

### (e)                                                   co-operate with theother party in any action which it may take to protect the confidentiality ofits Confidential Information.

 

## **11.3**                                        Legal requirements

## ** **

A party maydisclose anything in respect of this agreement or a Product:

 

### (a)                                                  as required byapplicable law, rules of any stock exchange, Government Agency orministerial directive;

###  

### (b)                                                  necessary to bedisclosed to a Government Agency to comply with the party’s obligations underclause 8.1;

 

13

----

 

### (c)                                                   to its professionaladvisors including, without limitation, accountants, financial advisors,insurers, patent attorneys and legal advisors, subject to that party agreeingto keep the Confidential Information confidential in accordance with thisclause;

###  

### (d)                                                  in order to doanything which the party is entitled to do in respect of a Product under thisagreement.

###  

## **11.4**                                        Return of ConfidentialInformation

## ** **

Subject toclauses 11.5 and 13.2(d)(ii), all Confidential Information whether in hardcopy, electronic or any other form will (at the option of the discloser of thatConfidential Information) be destroyed or returned to the party who disclosedthe Confidential Information within thirty (30) days of termination of theagreement and each party will cease all use of the other party’s ConfidentialInformation.

 

## **11.5**                                        Retention for legaladvice

## ** **

Each party’slegal representative may retain one copy of such Confidential Informationsolely for the purpose of determining the scope of that party’s obligationsunder this clause.

 

## **11.6**                                        Survival of clause

## ** **

Theobligations of confidentiality imposed by this agreement survive thetermination of this agreement.  Eachparty may enforce this clause 11 in favour of its Affiliates.

 

# **12.**                                               Audit

# ** **

## **12.1**                                        Records

## ** **

### (a)                                                  GTB will keep fulland accurate books and records setting forth Net Sales and any otherinformation sufficient in detail to allow the calculation of royalties andlicence fees to be paid by GTB.

###  

### (b)                                                  GTB will keep suchbooks and records for a minimum of 7 years from the date that they are created.

###  

## **12.2**                                        Audit

## ** **

GTB will, upon7 days notice and during normal business hours or as otherwise agreed, permitand provide persons (**“Auditors”**) nominated byPharmaSynth, supervised access to GTB’s and its Affiliates’ premises, books,records, documents, computer systems, equipment and other property relevant tothe performance of this agreement to verify compliance by GTB with itsobligations under this agreement and its likely capacity to continue to complywith its obligations in the future (**“Audit”**).  Without limiting the foregoing, an Audit mayinclude:

 

### (a)                                                  review of materialsrelating to royalties and licence fees;

###  

### (b)                                                  review ofarrangements and payments with End Users, sublicensees and other third parties;

###  

### (c)                                                   legal compliance; and

###  

### (d)                                                  quality assurancepractices.

 

14

----

 

## **12.3**                                        Security

## ** **

In undertakingthe Audit, PharmaSynth will procure that the Auditors comply with reasonablesecurity and confidentiality requirements of GTB made known to PharmaSynth.

## ** **

## **12.4**                                        Co-operation

## ** **

GTB will dothings reasonably necessary to facilitate a prompt and efficient Audit.

 

## **12.5**                                        Copies of materials

## ** **

The Auditorsmay make copies of books, records, documents and other materials they haveaccess to as part of an Audit, and GTB will provide the Auditors with thenecessary facilities to enable them to do so.

 

## **12.6**                                        Costs of the Audit

## ** **

Should theaudit reveal an underpayment discrepancy of five percent (5%) or more betweenany payment reported and any payment actually due to PharmaSynth, GTB shall payall fees and expenses incurred in conducting the audit; otherwise PharmaSynthshall pay the fees and expenses incurred in conducting the audit andinspection.  Underpayment discrepanciesshall be paid promptly by GTB to PharmaSynth and overpayment discrepanciesshall be credited to GTB’s account in connection with the next subsequentpayment of royalties.

 

# **13.**                                               Termination

# ** **

## **13.1**                                        Reasons fortermination by either party

## ** **

In addition toany other provisions set out in this agreement which allow a party to terminatethis agreement, either party may terminate this agreement immediately bywritten notice to the other party in the event of:

 

### (a)                                                  a failure to pay anyamounts due under this agreement within the periods required, provided that thebreach is not cured within one month after written notice thereof is receivedfrom the non-defaulting party;

###  

### (b)                                                  the other partyhaving committed a breach of this agreement on three occasions and havingreceived written notice of those breaches from the non-defaulting party, evenif the breaches have been remedied; or

###  

### (c)                                                   the other party beingsubject to an Event of Insolvency.

###  

## **13.2**                                        Reasons fortermination by PharmaSynth

## ** **

PharmaSynthmay terminate this agreement immediately by written notice to GTB if GTBExploits a product which competes with the Products in the Territory.

 

## **13.2**                                        Consequences oftermination

## ** **

Upontermination of this agreement under Paragraph 13.1 due to a material breach by GTB:

 

### (a)                                                  any licence fee orroyalty which has accrued to PharmaSynth but which is not yet payable, willbecome immediately due and payable;

###  

### (b)                                                  GTB will promptlydestroy all marketing, labelling or advertising materials relating to theProducts or the PharmaSynth IP;

 

15

----

 

### (c)                                                   GTB will promptlyexecute whatever documents are necessary and take whatever steps are necessaryto transfer to PharmaSynth or its nominee, free of charge except for out-ofpocket expenses, all of GTB and its Affiliates and sublicensee’s right titleand interest in and to any approvals given by a Government Agency including NDA’s,product licence, drug identification numbers or other health registrationapprovals in effect in the Territory;

###  

### (d)                                                  PharmaSynth may electto:

###  

#### (i)                                                     grant GTB 3 months to sell off its existing stocks of the Productsprovided that GTB continues to pay the royalties payable under this agreementand at the end of that period GTB destroys or delivers any remaining stock toPharmaSynth; or

####  

#### (ii)                                                  purchase any stock from GTB.

## ** **

## **13.3**                                        Termination due todefault by PharmaSynth

## ** **

In the eventof the termination of this Agreement due to a material default by PharmaSynth,GTB shall have a right to continue to Exploit the PharmaSynth IP in the LicensedTerritory and to renegotiatea reduced licensing fees and royalties payments commensurate with the impact ofthe breach for the remainder of the Term Period.

 

## **13.4**                                        Accrued rights andsurvival

## ** **

Termination orexpiry of this agreement will not affect:

 

### (a)                                                  any rights orremedies of the parties which may have accrued before the date of termination;

###  

### (b)                                                  the rights andobligations of the parties which by their nature survive termination, includingclauses 10, 11 and 13.

###  

# **14.**                                               Dispute resolution

# ** **

## **14.1**                                        Negotiation

## ** **

### (a)                                                  If there is a disputebetween the parties in connection with this agreement, then within ten businessdays of a party notifying the other party of a dispute, a senior representativeauthorised to resolve the dispute from each party must meet and use allreasonable endeavours acting in good faith to resolve the dispute (the “**Initial Meeting**”).

###  

### (b)                                                  If the dispute is notresolved under clause 14.1(a) within ten business days of the InitialMeeting, then the Chief Executive Officers of GTB and PharmaSynth will, within30 days of the Initial Meeting, meet and use all reasonable endeavours actingin good faith to resolve the dispute (the “**SubsequentMeeting**”).

 

## **14.2**                                        Referral toarbitration

## ** **

If any disputeis not resolved through good faith negotiations between the Chief ExecutiveOfficers of each party within 5 days after the date of the Subsequent Meeting,the parties must refer the dispute to arbitration in accordance with clause 15.

 

16

----

 

# **15.**                                               Arbitration

# ** **

## **15.1**                                        Reference toarbitration

## ** **

Any dispute orcontroversy arising out of or connected with, or relief sought pursuant to,this Agreement shall be finally settled by binding arbitration under the Rules ofArbitration of the International Chamber of Commerce by one or more arbitratorsappointed in accordance with said Rules. The venue of any such arbitration shall be San Francisco.  Judgment upon any arbitration award may beentered in any court having jurisdiction. The proceedings shall be conducted in the English language.  Each party shall bear its own costs in anyarbitration hereunder.  The official andgoverning text of this Agreement shall be English.

 

## **15.2**                                        Award final andbinding

## ** **

Any award willbe final and binding upon the parties.

 

# **16.**                                               Force Majeure

# ** **

## **16.1**                                        Event of Force Majeure

## ** **

If a party isprevented in whole or in part from carrying out its obligations under thisagreement (other than an obligation to pay money) as a result of Force Majeure,it must promptly notify the other party accordingly.  The notice must:

 

### (a)                                                  specify theobligations it cannot perform;

###  

### (b)                                                  fully describe theevent of Force Majeure;

###  

### (c)                                                   estimate the timeduring which the Force Majeure will continue; and

###  

### (d)                                                  specify the measuresproposed to be adopted to remedy or abate the Force Majeure.

###  

Following thisnotice, and while the Force Majeure continues, the obligations which cannot beperformed because of the Force Majeure will be suspended except for theobligation to pay money.

 

## **16.2**                                        Remedy of Force Majeure

## ** **

The party thatis prevented from carrying out its obligations under this agreement as a resultof Force Majeure must:

 

### (a)                                                  remedy the ForceMajeure to the extent reasonably practicable and resume performance of itsobligations as soon as reasonably possible; and

###  

### (b)                                                  take all actionreasonably practicable to mitigate any loss suffered by a party as a result ofits failure to carry out its obligations under this agreement.

###  

### (c)                                                  The Parties shallhold discussions following an event of Force Majeure to arrive at mutuallyacceptable alternative approaches to replace the actions which are prevented bythe Force Majeure.

###  

## **16.3**                                        Extension of Term

## ** **

The Term ofthis agreement shall be extended by the period of the Force Majeure.

 

17

----

 

# **17.**                                               Notices

# ** **

Eachcommunication (including each notice, consent, approval, request and demand)under or in connection with this agreement:

 

### (a)                                                  must be in writing;

###  

### (b)                                                  must be addressed asfollows (or as otherwise notified by that party to each other party from timeto time):

###  

| **PharmaSynth**        |                                           |
|------------------------|------------------------------------------------|
|                   |                                           |
| Name:                  | PharmaSynth Pty Ltd                            |
| Address:               | 2806 Ipswich Road, Darra, QLD  4076, Australia |
| Fax:                   | (+61) 7 3720 9624                              |
| For  the attention of: | Chief Executive Officer                        |

 
| **GTB**                |                                                                             |
|------------------------|----------------------------------------------------------------------------------|
|                   |                                                                             |
| Name:                  | Global Transbiotech Inc.                                                         |
| Address:               | 3550 Wilshire Blvd. suite 1747,  Los Angeles, CA 90010, United States of America |
| Fax:                   | (+1)  213 637 5653                                                               |
| For  the attention of: | Chief  Executive Officer                                                         |

###  

### (c)                                                   must be signed by theparty making it or (on that party’s behalf) by the solicitor for, or anyattorney, director, secretary or authorised agent of, that party;

###  

### (d)                                                  must be delivered byhand or posted by prepaid post to the address, or sent by fax to the number, ofthe addressee, in accordance with clause 17(b); and

###  

### (e)                                                   is taken to bereceived 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 sentequivalent to the time shown on the transmission confirmation report producedby the fax machine from which it was sent; and

####  

#### (iv)                                              (in the case of delivery by hand) on delivery,

 

but if thecommunication is taken to be received on a day that is not a working day orafter 5.00 pm, it is taken to be received at 9.00 am on the nextworking day (“**working day**” meaning a day that isnot a Saturday, Sunday or public holiday and on which banks are open forbusiness generally, in the place to which the communication is posted, sent ordelivered).

 

18

----

 

# **18.**                                               General

# ** **

## **18.1**                                        Governing law

## ** **

This Agreementshall be construed pursuant to the laws of the State of California withoutregard to conflicts of laws provisions thereof.

 

## **18.2**                                        Jurisdiction

## ** **

All mattersarising from or related to this Agreement shall be brought only in the federalor state courts in Los Angeles County, California.

 

## **18.3**                                        Assignment

## ** **

A party cannotassign, novate or otherwise transfer any of its rights or obligations underthis agreement without the prior consent of each other party, which in the caseof PharmaSynth cannot be unreasonably withheld or delayed by GTB.

 

## **18.4**                                        Amendments

## ** **

This agreementmay only be varied by a document signed by or on behalf of each party.

 

## **18.5**                                        Waiver

## ** **

### (a)                                                  Failure to exerciseor enforce, or a delay in exercising or enforcing, or the partial exercise orenforcement of, a right, power or remedy provided by law or under this agreement by a party does not preclude, oroperate as a waiver of, the exercise or enforcement, or further exercise orenforcement, of that or any other right, power or remedy provided by law orunder this agreement.

###  

### (b)                                                  A waiver or consentgiven by a party under this agreement isonly effective and binding on that party if it is given or confirmed in writingby that party.

###  

### (c)                                                   No waiver of a breachof a term of this agreement operates as awaiver of another breach of that term or of a breach of any other term of this agreement.

###  

## **18.6**                                        Further acts anddocuments

## ** **

Each partymust promptly do all further acts and execute and deliver all further documents(in form and content reasonably satisfactory to that party) required by law orreasonably requested by another party to give effect to this agreement.

 

## **18.7**                                        No representation orreliance

## ** **

### (a)                                                  Each partyacknowledges that no party (nor any person acting on a party’s behalf) has madeany representation or other inducement to it to enter into this agreement, except for representations orinducements expressly set out in this agreement.

###  

### (b)                                                  Each partyacknowledges and confirms that it does not enter into this agreement in reliance on any representation orother inducement by or on behalf of any other party, except for representationsor inducements expressly set out in this agreement.

###  

## **18.8**                                        Expenses

## ** **

Except asotherwise provided in this agreement,each party must pay its own costs and expenses in connection with negotiating,preparing, executing and performing this agreement.

 

19

----

 

## **18.9**                                        Entire agreement

## ** **

To theextent permitted by law, in relation to its subject matter, this agreement:

 

### (a)                                                  embodies the entireunderstanding of the parties, and constitutes the entire terms agreed by theparties; and

###  

### (b)                                                  supersedes any priorwritten or other agreement of the parties.

###  

## **18.10**                                 Sub-contracting

## ** **

Unlessexpressly authorised by this agreement, a party may not sub-contract any of itsobligations under this agreement without the prior written consent of the otherparty which consent must not be unreasonably withheld but may be given subjectto such reasonable terms as may be necessary to protect the consenting party’srights or interests under this agreement.

 

## **18.11**                                 Relationship of theparties

## ** **

### (a)                                                  Each party to thisagreement represents and warrants to the other party that it has the legalcapacity to enter into this agreement.

###  

### (b)                                                  Nothing in thisagreement is intended or will be construed as constituting a partnership,agency or joint venture relationship between the parties. All activities by theparties hereunder will be performed by them as independent contractors.

###  

### (c)                                                   Neither party willact in a manner inconsistent with clause 18.11(b) without the expressinformed written consent of the other party and, in particular, will not pledgethe credit of the other party nor receive money on behalf of the other partynor enter into any agreements or make any representation on behalf of the otherparty.

###  

## **18.12**                                 Remedies cumulative

## ** **

The rights,powers and remedies provided to the parties****in thisagreement are in addition to, and do not exclude or limit, any right, power orremedy provided by law or equity or by any agreement.

## ** **

## **18.13**                                 Severability ofprovisions

## ** **

Any provisionof this agreement that is prohibited or unenforceable in any jurisdiction isineffective as to that jurisdiction to the extent of the prohibition orunenforceability.  That does notinvalidate the remaining provisions of this agreement nor affect the validityor enforceability of that provision in any other jurisdiction.

 

## **18.14**                                 Change in control

## ** **

All rights andliabilities under this agreement continue in force notwithstanding any changein the equity ownership of either of the parties.

 

## **18.15**                                 Publicity

## ** **

Neither partymay use the name or logo of the other party in any public document ordisclosure whether written, oral or otherwise communicated without the priorwritten consent of the other party.

 

20

----

 

## **18.16**                                 Counterparts

## ** **

This agreementmay be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument.

 

21

----

 

 

**Schedule 1 -PharmaSynth IP**

** **

**1.            **Patents and Patent Applications

 
| **COUNTRY**              | ** ** | **OFFICIAL  NO.** | ** ** | **TITLE**                                                                                                                                                                                                                                                              | ** ** | **CASE  STATUS** |
|--------------------------|------------|-------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|
| ** **               | ** ** | ** **        | ** ** | ** **                                                                                                                                                                                                                                                             | ** ** | ** **       |
| AUSTRALIA                |       | 702500            |       | Preparation and Use of Sulfated  Oligosaccharides                                                                                                                                                                                                                      |       | Registered       |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| BRAZIL                   |       | PI9608041-8       |       | Sulfated Oligosaccharide, Process for the  Anti-Angiogenic, Anti-Metastatic and/or Anti-Inflammatory Treatment of a  Human Patient or Other Warm/Blooded Animal Patient, use of an Oligosaccharide  and Pharmaceutical or Veterinary Composition for Anti-Angiogenesis |       | Pending          |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| CANADA                   |       | 2218872           |       | Preparation and Use of Sulfated  Oligosaccharides                                                                                                                                                                                                                      |       | Registered       |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| CHINA                    |       | ZL96193563.4      |       | Preparation and Use of Sulfated  Oligosaccharides                                                                                                                                                                                                                      |       | Registered       |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| EUROPE                   |       | 96910861.2        |       | Preparation and Use of Sulfated  Oligosaccharides                                                                                                                                                                                                                      |       | Pending          |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| ISRAEL                   |       | 118047            |       | Sulfated Oligosaccharides, Pharmaceutical  Compositions Containing Them and Preparation of Sulfated Hexopyranose  Homooligosaccharides                                                                                                                                 |       | Registered       |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| JAPAN                    |       | 532038/96         |       | Preparation and Use of Sulfated  Oligosaccharides                                                                                                                                                                                                                      |       | Pending          |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| REPUBLIC OF KOREA        |       | 0591960           |       | Preparation and Use of Sulfated  Oligosaccharides                                                                                                                                                                                                                      |       | Registered       |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| MEXICO                   |       | 243061            |       | Preparation and use of Sulfated  Oligosaccharides                                                                                                                                                                                                                      |       | Registered       |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| NEW ZEALAND              |       | 305815            |       | Preparation and Use of Sulfated  Oligosaccharides                                                                                                                                                                                                                      |       | Registered       |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| POLAND                   |       | 184357            |       | Preparation and Use of Sulfated  Oligosaccharides                                                                                                                                                                                                                      |       | Registered       |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| RUSSIAN FEDERATION       |       | 001199            |       | Preparation and Use of Sulfated  Oligosaccharides                                                                                                                                                                                                                      |       | Registered       |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| SINGAPORE                |       | 48558             |       | Preparation and Use of Sulfated Oligosaccharides                                                                                                                                                                                                                       |       | Registered       |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| TAIWAN                   |       | 138332            |       | Preparation and Use of Sulfated  Oligosaccharides                                                                                                                                                                                                                      |       | Registered       |
|                     |       |              |       |                                                                                                                                                                                                                                                                   |       |             |
| UNITED STATES OF AMERICA |       | 6143730           |       | Preparation and Use of Sulfated  Oligosaccharides                                                                                                                                                                                                                      |       | Registered       |

 

22

----

 
| **COUNTRY**  | ** ** | **OFFICIAL  NO.** | ** ** | **TITLE**                                         | ** ** | **CASE  STATUS** |
|--------------|------------|-------------------|------------|---------------------------------------------------|------------|------------------|
|         |       |              |       |                                              |       |             |
| SOUTH AFRICA |       | 96/3339           |       | Preparation and Use of Sulfated  Oligosaccharides |       | Registered       |

 
| **2.**  | **Trade marks**    |
|---------|--------------------|
|    |               |
| **2.1** | **Registered**     |
|    |               |
|    | Nil.               |
|    |               |
| **2.2** | **Unregistered**   |
|    |               |
|    | PI-88              |
|    |               |
|    | Muparfostat        |
|    |               |
|    | Muparfostat sodium |

 

23

----

 

**Executed** as an agreement

 

 
| **Executed**by **PharmaSynth Pharmaceuticals  Inc** |   |                                     |
|-----------------------------------------------------|--------|------------------------------------------|
| by or in the presence of:                           |   |                                     |
|                                                |   |                                     |
|                                                |   |                                     |
|                                                |   |                                     |
|                                                |   |                                     |
| Signature of Director                               |   | Signature of Secretary/other Director    |
|                                                |   |                                     |
|                                                |   |                                     |
|                                                |   |                                     |
|                                                |   |                                     |
| Name of Director in full                            |   | Name of Secretary/other Director in full |

 

 
| **Executed**by **GLOBAL TRANSBIOTECH, INC** |   |                                     |
|---------------------------------------------|--------|------------------------------------------|
| by its authorised officers:                 |   |                                     |
|                                        |   |                                     |
|                                        |   |                                     |
|                                        |   |                                     |
|                                        |   |                                     |
| Signature of Director                       |   | Signature of Secretary/other Director    |
|                                        |   |                                     |
|                                        |   |                                     |
|                                        |   |                                     |
|                                        |   |                                     |
| Name of Director in full                    |   | Name of Secretary/other Director in full |

 

24

----