Exhibit
4.1


 


FORM OF DEED OF ACCESS TO DOCUMENTS AND INDEMNITY


 


DEED
dated                                    
between:


 


1.                                       Pharmaxis Ltd (ABN 75 082 811 630) of 2/10
Rodborough Road, Frenchs Forest, NSW, 2086 Australia (the Company);
and


 


2.                                                                       
of                                                                 

                                                                                                  


 


IT
IS AGREED as
follows:


 


1.                                      Definitions
and interpretation


 


1.1                               Definitions


 


In this Deed, the following words have the following meanings unless
otherwise required by the context or subject matter:


 


Board means the board of directors of the Company.


 


Deliberations includes meetings of, and
communications or discussions between, members of the Board, and committees on
which members of the Board sit, and any decisions, resolutions or directives
made at those meetings or discussions.


 


Document means any of the following:


 


(a)                                  a document as defined in section 9
of the Corporations Law:


 


(i)                                    delivered to members of the Board for use in
Deliberations;


 


(ii)                                 used in Deliberations or referred to in
Deliberations; or


 


(iii)                              which is reasonably material to Deliberations;


 


(b)                                 any document containing advice or opinion from
a lawyer which is addressed to, or given for the benefit of, the Company and
any document recording such advice or opinion.


 


related body corporate has the meaning given in the
Corporations Law.


 


you means                       
and your has a corresponding meaning.


 


1.2                               Interpretation


 


(a)                                  Headings are for convenience only
and do not affect interpretation.


 


(b)                                 A reference to any legislation includes any
modification or re-enactment of it and any legislative provision substituted
for it.


 





















 


2.                                      Indemnity


 


2.1                               Indemnity


 


The Company agree jointly and severally to indemnify you to the extent
permitted by law and, without limiting their powers, from and against
liabilities:


 


(a)                                  other than to the Company or a
related body corporate, incurred by you as a director of the Company provided
that the liability does not arise out of conduct involving a lack of good
faith; and


 


(b)                                 for costs and expenses (including,
without limitation, legal costs on a full indemnity basis) incurred by you:


 


(i)                                     in defending proceedings, whether civil or
criminal, in which judgment is given in your favour or in which you are
acquitted; or


 


(ii)                                  in connection with any application in relation
to any proceedings referred to in the preceding paragraph, in which the court
grants relief to you under the Corporations Law,


 


where such liability is or was incurred as
a result of facts or circumstances relating to you serving or having served as
an director of the Company.


 


2.2                               Reimbursement


 


Any demand made by
you under this clause must contain reasonable details of the amounts to be paid
by the Company.


 


2.3                               Repayment


 


You must repay to the Company any amount paid by the Company under this
Deed if, and only to the extent that:


 


(a)                                  a court of competent jurisdiction
determines that you are not entitled to be indemnified by the Company for such
liabilities; or


 


(b)                                 you receive payment under a contract
of insurance procured by the Company in respect of those liabilities or if the
insurer pays, discharges and satisfies those liabilities directly.


 


3.                                      Indemnity after you
cease to be an Officer of the Company


 


The indemnity given by the Company under this Deed will continue for 7
years from the date that you cease to be an Officer of the Company.


 


4.                                      The Company to maintain
insurance


 


4.1                               Maintain Insurance


 


(a)                                  The Company agrees to maintain a
contract of insurance from an established and reputable insurer, which insures
the Company against all liabilities incurred by you as an director, provided
that the liability does not arise out of conduct involving


 





















 


a wilful breach of duty to the Company or a contravention of sections
232(5) or (6) of the Corporations Law.


 


(b)                                 Unless the Company agrees otherwise,
the insurance contract referred to in paragraph 4.1(a) will contain a provision
waiving all rights of subrogation or action against the Company.


 


4.2                               Same coverage


 


The Company will maintain a contract of insurance which insures the
Company against liabilities incurred by you as a director for the period after
you cease to be a director which is in the same terms and with the same insurer
as that which relates to the then current officers and directors of the
Company.


 


4.3                               Not render void


 


The Company will use its best endeavours to ensure that it does not do
anything which will render void any insurance policy maintained under this
clause 4.


 


5.                                      Disclosure in directors’
report


 


You agree that, subject to any exception provided for in the
Corporations Law or granted or approved by the Australian Securities &
Investments Commission and only to the extent required by the Corporations Law,
full particulars of the Company’s indemnities and insurance premiums that are
required under this Deed will be included each year in the directors’ report.


 


6.                                      Notification of claims


 


6.1                               Notification of claim by you


 


You must notify the Company in writing as soon as possible after
becoming aware of any claim, proceeding or circumstances which give rise or
could give rise to a liability of the Company to you or which may result in a
claim against the Company, including, without limitation, if any claim is
threatened or made against you which may result in a claim being made against
the Company (Claim) and you must not
settle or compromise the Claim or make any admission or payment in relation to
the Claim without the prior written consent of the Company, except to the
extent required by law.


 


6.2                               Notification of claim by the Company


 


The Company must notify you in writing as soon as possible after
becoming aware of any claim, proceeding or circumstances which give rise or
could give rise to a liability of you to the Company or which may result in a
claim against you, including, without limitation, if any claim is threatened or
made against the Company which may result in the claim being made against you.


 





















 


7.                                      Maintenance of documents


 


The Company must keep for the period from the date of this deed until
the date which is 7 years after the date you cease to be an Officer of the
Company, one complete set of all Documents which relate to Deliberations
occurring during the period during which you are an Officer of the Company.


 


8.                                      Access to documents


 


8.1                               Company to allow access


 


The Company must, subject to the provisions of this clause 8:


 


(a)                                  during the period during which you are an
Officer of the Company; and


 


(b)                                 for a period of 7 years following
the date you cease to be an Officer of the Company;


 


allow you to have
access to, and to make copies of, Documents to which you would have had access
during the time you were an Officer of the Company.


 


8.2                               Request for access


 


If you wish to have access to Documents as referred to in
clause 8.1 above, you must deliver to the company secretary of the Company
a written request for access which specifies the Documents you wish to
access.  The request must include the
reasons why you wish to have access to the Documents.


 


8.3                               Responsibility of company secretary


 


The Company will ensure that the company secretary of the Company will:


 


(a)                                  ensure that, following receipt of a written
request for access to Documents, access is given within 30 days of receipt of
the request, or such other period as you and the company secretary agree; and


 


(b)                                 report to the board all requests for access
received by the company secretary under this Deed.


 





















 


9.                                      Preservation of
confidentiality and legal professional privilege


 


9.1                               Confidentiality


 


From the time you cease to be an Officer, you must keep confidential all
confidential information contained in a Document which you have access to and
you must not divulge or release that information to any person other than in
the course of seeking legal advice or as authorised in writing by the Company
or as required by compulsion of law or an order of a Court.


 


9.2                               Legal professional privilege


 


If a Document which you have access to or which you possess is the
subject of legal professional privilege to the benefit of both the Company and
you, neither you nor the Company may do anything or omit to do anything which
will cause that privilege to be lost.


 


9.3                               No limitation


 


Clauses 9.1 and 9.2 will not be taken to derogate from or to limit any
duty owed by you to the Company.


 


10.                               Governing law


 


This Deed is governed by, and is to be interpreted in accordance with,
the laws of New South Wales.  The parties
submit to the non-exclusive jurisdiction of the courts exercising jurisdiction
there.


 


11.                               Notices


 


Any notice given under this Deed must be in writing.  If addressed to the Company, it must be
addressed to the company secretary.


 


12.                               Severance


 


Any provision of this Deed which is prohibited or unenforceable in any
jurisdiction will be ineffective in that jurisdiction to the extent of the
prohibition or unenforceability.  That
will not invalidate the remaining provisions of this Deed, nor affect the
validity or enforceability of that provision in any other jurisdiction.


 





















 


	
  EXECUTED as a DEED

  	
   

  	
   

  	
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  by Pharmaxis Pty Ltd

  	
   

  	
   

  	
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  (ABN 75 082 811 630):

  	
   

  	
   

  	
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  Signature

  	
   

  	
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  Office
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  EXECUTED as a DEED

  	
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  by

  	
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  in
  the presence of:

  	
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  Witness

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
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