Exhibit
4.6


 


SERVICE
AGREEMENT


 


THIS AGREEMENT is
made the 9th day of December 2002


 


BETWEEN:                                ANUTECH PTY LTD ABN 31 008 548 650
of Anutech Court, Cnr Barry Drive & North Rd. ACT 2601 (“Anutech”).


 


AND:                                                                 PHARMAXIS PTY LTD ABN 75 082 811 630 of 2/10
Rodborough Road, Frenchs Forest, NSW 2086 (“PharmAxis”).


 


Recitals


 


A.                                                                                   Anutech is a wholly owned subsidiary of the
Australian National University (“ANU”)


 


B.                                                                                     Anutech and PharmAxis (formerly Praxis Pty
Ltd) have entered into an Exclusive License Agreement dated October 1999
for the use of phosphosugars as therapeutics.


 


C.                                                                                     PharmAxis has requested and Anutech has
agreed, to provide the Services to PharmAxis in accordance with and subject to
the terms of this agreement.


 


Operative Provisions


 


1.                                      Definitions and Interpretation


 


1.1                               Definitions


 


In this Agreement, except insofar as the context or
subject matter otherwise indicates or requires, the following terms and
expressions will have the following meanings:


 


“Commencement Date”
means January 1, 2003.


 


“Confidential Information”
means all know how, trade secrets, technical information, specifications, data,
intellectual property, software, marketing procedures, pricing information,
customer and client records, business and corporate or trade information of a
party to this agreement which:


 


(a)                                  is disclosed to the Recipient by or on behalf
of the Discloser or which is otherwise acquired directly or indirectly by the
Recipient from the Discloser or any adviser engaged by the Discloser;


 


(b)                                 is in oral or visual form, or is recorded or
stored in a Document,


 


and includes without limitation, the fact that
Confidential Information is being made available by the Discloser.


 


“Intellectual Property”
means all rights in and relating to inventions (including patents): registered and
unregistered trade marks, copyright, moral rights, circuit layouts, registered
designs, trade secrets, plant varieties, processes, know-how, Confidential
Information and all other rights of intellectual property as defined in Article 2
of the Convention Establishing the World Intellectual Property Organisation of July 1967.


 


“Force Majeure”
event means an act of God, strike, lockout or other interferance with work, war
(declared or undeclared), blockade, an act of terrorism, disturbance,
lightning, fare, earthquake, storm, flood, explosion, governmental or
quasi-governmental restraint, expropriation, prohibition, intervention,
direction or embargo, unavailability or delay in availability of equipment or
transport, inability or delay in obtaining governmental or quasi-governmental
approvals, consents, permits, licences, authorities or allocations, and any
other cause, whether the kind specifically


 





















 


enumerated above or otherwise which is not
reasonably within the control of the party affected.


 


“Foreground IP”
means all:


 


(a)                                  Intellectual
Property and all intellectual property rights in any materials, including
substances, compounds, biological materials, products, samples and devices; and


 


(b)                                 Confidential
Information;


 


generated by the staff employed as a result
of the Services during the Term.


 


“Premises” means
John Curtin School of Medical Research.


 


“Fee” means the
amount paid to Anutech, exclusive of GST, for provision of the Services
calculated as follows:


 


Fee = staff
salaries - SRE + Anutech management fee


 


where


 


(i)                                     staff
salaries = total salaries paid to staff employed by Anutech in accordance with
this agreement, including leave entitlements such as annual leave and long
service leave, where approved by PharmAxis;


 


(ii)                                  SRE
= all salary related expenses including
superannuation, payroll tax, death and disability insurance, leave loading; and


 


(iii)                               Anutech management fee = 15% of staff
salaries + SRE


 


“Services” means
the:


 


(a)                                  employment of research staff, identified by
PharmAxis; and


 


(b)                                 human resources management;


 


provided by Anutech to PharmAxis in accordance with
clause 2.


 


“Term” means the
period commencing on the Commencement Date and continuing for two (2) calendar
years.


 


1.2                               Interpretation


 


In this Agreement unless the contrary intention
appears:


 


(a)                                  a reference to this Agreement or another
instrument includes any variation or replacement of either of them;


 


(b)                                 a reference to a convention, statute,
ordinance, code or other law or requirement includes regulators and other
instruments under it and consolidations, amendments, re-enactments or
replacements of any of them.


 


(c)                                  the singular includes the plural and vice
versa:


 


(d)                                 all
references to currency are to and all payments must be in Australian dollars.


 


(e)                                  the
word “person” includes a firm, a body corporate, an unincorporated association
or an authority;


 


(f)                                    the
words “include”, “including” or “for example” are not to be interpreted as
words of limitation; and


 


(g)                                 headings
are inserted for convenience and do not affect the interpretation of this
Agreement.


 


2





















 


2.                                      Provision
of Services


 


2.1                               Services


 


(a)                                  Anutech
will use best endeavours to provide the Services to PharmAxis.


 


(b)                                 In
the case of staff employment.


 


(i)                                     Anutech
will employ staff on terms acceptable to PharmAxis;


 


(ii)                                  PharmAxis
will advise Anutech of acceptable terms, including level of remuneration and
term of contract;


 


(iii)                               PharmAxis
will be responsible for management of the day to day activities of the staff;
and


 


(iv)                              PharmAxis
will be responsible for ensuring that staff take leave entitlements.


 


(c)                                  In
the case of human resources management Anutech will:


 


(i)                                     ensure
that staff are paid fortnightly;


 


(ii)                                  ensure
superannuation entitlements are paid; and


 


(iii)                               undertake
payment of payroll tax and other disbursements.


 


2.2                               Fees


 


(a)                                  PharmAxis
pay Anutech the Fee described in Schedule 1
quarterly in advance


 


(b)                                 PharmAxis
will not be obligated to pay Anutech any amounts, or reimburse Anutech for any
expenses, not specifically provided for in this agreement, except to the extent
PharmAxis specifically approves any such payment in advance in writing.


 


3.                                      Provision
of Premises


 


PharmAxis


 


(a)                                  is
responsible for obtaining access to the Premises, and


 


(b)                                 will
make the Premises available to Anutech to the extent required by Anutech to
carry out the Services.


 


4.                                      Confidentiality


 


4.1                               Recipient
and Discloser


 


If any party discloses Confidential
Information to another party, directly or indirectly, the disclosing party is
the Discloser and the receiving party is the Recipient


 


4.2                               Must
not disclose


 


The Recipient agrees that it will


 


(a)                                  hold
Confidential Information in strict confidence and not disclose or cause or
permit the disclosure of the Confidential Information, except as permitted
under this agreement or with the prior written consent of the Discloser; and


 


(b)                                 keep
Confidential Information secure and protected from any use, disclosure or
access which is inconsistent with this agreement.


 


4.3                               Permitted
disclosure


 


(a)                                  Clause 4.2 does not apply to any Confidential Information
that:


 


3





















 


(i)                                     subject
to clause 4.3(b), the Recipient is required to disclose by any applicable law
or legally binding order of any court, government, semi-government authority,
administrative or judicial body, or a requirement of a stock exchange or
regulator;


 


(ii)                                  is
in the public domain other than as a result of a breach of this agreement or
breach of confidence by any other person; or


 


(iii)                               is
received by the Recipient from a party (other than the Discloser or any
employee, officer, agent or adviser of the Discloser) legally entitled to
possess that information and provide it to the Recipient.


 


(iv)                              is
already in possession of the receiving party at the time of disclosure by the
Discloser; or


 


(v)                                 is
independently developed by the Recipient without use of or reference to the
Discloser’s Confidential Information.


 


(b)                                 If
the Recipient must make a disclosure referred to in clause 4.3(a)(i):


 


(i)                                     the
Recipient must disclose only the minimum Confidential Information required to
comply with the applicable law or order; and


 


(ii)                                  before
making such disclosure, the Recipient must:


 


(A)                              give
the Discloser written notice of:


 


(I)                                    the
full circumstances of the required disclosure; and


 


(II)                                the
Confidential Information which it, proposes to disclose; and


 


(B)                                consult
with the Discloser as to the form of the disclosure.


 


5.                                      Ownership
of Intellectual Property


 


(a)                                  Foreground
IP will be owned by, and vest in its creation in, PharmAxis.


 


(b)                                 PharmAxis
grants ANU a royalty free, irrevocable and perpetual non exclusive license to
Foreground IP for non-commercial research purposes, including, with the prior
written consent of Pharmaxis, collaborations with third parties.


 


(c)                                  ANU
must not transfer, license, assign or otherwise deal with, or use for any
commercial purpose, any Foreground IP without the prior written consent of
PharmAxis.


 


6.                                      Use
of Name and Publicity


 


(a)                                  Any
proposed use of ANU’s or a party’s name including in the case of ANU the use of
the name of any school, department or staff member, in any published material
or in connection with any products, promotions or advertising must be approved
by the other party in writing prior to release, such approval will not be
unreasonably withheld


 


(b)                                 PharmAxis
may issue press releases factually describing its relationship with Anutech as
required by law, regulation or the rules of public stock exchanges.


 


7.                                      Termination


 


(a)                                  This
agreement will continue for the Term unless extended or sooner terminated in
accordance with the provisions of this clause.


 


(b)                                 Either
party may terminate:


 


4





















 


(i)                                     immediately
by notice if the other party does not remedy any failure to meet any
obligations under this agreement within sixty (60) days of written notice of
that breach;


 


(ii)                                  immediately
by notice at any time after the bankruptcy, insolvency, dissolution or winding
up of the other party (other than dissolution or winding up for the purposes of
reconstruction or amalgamation);


 


(iii)                               by
sixty (60) days notice, whether or not for cause.


 


(c)                                  If
PharmAxis terminates this agreement or defaults on its obligations during the
Term PharmAxis will meet all financial obligations with respect to:


 


(i)                                     salaries
and related costs, including termination costs, of any employee appointed under
this agreement; and


 


(ii)                                  any
commitments incurred as of the date of the notice of termination that cannot be
cancelled.


 


(d)                                 Termination
or expiration of this agreement will not effect the rights and obligations
accrued prior to termination


 


8.                                      Dispute
Resolution


 


(a)                                  A
party seeking to resolve a dispute must notify the other party and upon receipt
of such notification the parties must defer resolution of the Dispute to their
respective chief executive officers.


 


(b)                                 If
the dispute is not resolved in thirty (30) days the parties may refer the
matter to the Australian Commercial Dispute Centre Limited (“ACDC”) for
mediation.


 


(c)                                  If
a dispute has not been resolved within (60) days of referral to ACDC either
party is free to initiate proceedings in court.


 


(d)                                 This
clause 8 does not need to be followed if a party is seeking urgent
interlocutory relief.


 


9.                                      Tax


 


(a)                                  Anutech
will invoice PharmAxis quarterly in advance with a correctly rendered tax
invoice, with the amount of GST shown as a separate item to obtain PharmAxis’s
payment of the Fee.


 


(b)                                 Where
a GST is payable in respect of services made to PharmAxis under this Agreement,
then PharmAxis must increase its Fee to the full effect of the GST and any
other New Tax System changes.


 


(c)                                  PharmAxis
will not be liable to increase the funding (as detailed in Schedule 2) by
more than the amount of GST and other New Tax System changes payable on the
contributions made under this agreement.


 


(c)                                  For
the purpose of this Clause


 


(i)                                     “GST”
has the meaning as given in section 195-1 of the A New Tax System (Goods
and Services Tax) Act 1999;


 


(ii)                                  “Supply”
has the meaning as given in section 195-1 of the A New Tax System (Goods
and Services Tax) Act 1999; and


 


(iii)                               “New
Tax System changes” has the meaning as given in section 75AT of the Trade
Practices Act 1974


 


5





















 


10.                               Warranties


 


10.1                        General
Warranties


 


The Parties warrant that


 


(a)                                  each
has the power to enter into and perform this Agreement; and


 


(b)                                 this
Agreement is a legal and valid obligation binding upon each of them and
enforceable in accordance with its terms.


 


10.2                        Warranties
by Anutech


 


Anutech makes no warranties, express or
implied, as to any matter whatsoever, including, without limitation, the
condition, originality, or accuracy of the research or any invention(s) or
product(s), whether tangible or intangible, conceived, discovered, or developed
under this agreement, or the ownership, merchantability, or fitness for a
particular purpose of the research or any such invention or product.


 


11.                               Indemnity


 


(a)                                  Anutech
will not be liable for any direct, consequential, or other damages suffered by
PharmAxis, any licensee, or any others resulting from the use of the research
results or any such invention or product.


 


(b)                                 Subject
to clause 11(a), each party will be
responsible and assume liability for its own sole negligent acts or wilful
omissions and those of its officers or employees in the performance of this
agreement and agrees to indemnify and hold harmless the other party from such
liability.


 


12.                               Notices


 


(a)                                  Any
Notices under this Agreement must be in writing and will be considered
delivered when sent by pre-paid registered mail or facsimile (providing a
printed confirmation that the facsimile was successfully sent is obtained) and
addressed to the Parties as set out below, or at such substituted addresses as
the Parties may notify each other in writing.


 


(b)                                 In
the absence of proof to the contrary, a notice will be deemed to have been
received, in the case of pre-paid registered mail, 3 days after it was sent if
sent locally and 10 days after it was sent if sent overseas and in the case of
facsimile transmission, at the time recorded on the transmission confirmation
report.


 


	
  PharmAxis

  	
   

  	
  Anutech

  
	
  Chief Executive Officer

  	
   

  	
  General Manager - Technology Division

  
	
  2/10 Rodborough Road

  	
   

  	
  Anutech Pty Ltd

  
	
  Frenchs Forest

  	
   

  	
  GPO Box 4

  
	
  NSW 2086

  	
   

  	
  Canberra. Act 2601

  
	
  Fax: 02 9451 3622

  	
   

  	
  Fax (+61) 2 62571433

  



 


13.                               Force
Majeure


 


13.1                        Force
Majeure consequences


 


Where a party is unable, wholly or in part,
by reason of Force Majeure, to carry out any obligation under this agreement,
and that party:


 


6





















 


(a)                                  gives
to the other party prompt notice of that Force Majeure including reasonable
particulars, and in so far as is known, the probable extent to which it will be
unable to perform or be delayed in performing that obligation;


 


(b)                                 uses
all possible diligence to remove that Force Majeure as quickly as possible
having regard to the nature and extent of the Force Majeure;


 


(c)                                  that
obligation is suspended so far as it is affected by Force Majeure during the
continuance of that Force Majeure and that party will be allowed a reasonable
extension of time to perform its obligations.


 


13.2                        Work-around


 


If after a period of thirty (30) days, the
Force Majeure has not ceased, the parties must meet to discuss the situation
and endeavour to achieve a mutually satisfactory resolution to the problem.


 


13.3                        Strikes


 


The requirement that only Force Majeure must
be removed with all possible diligence does not require the settlement of
strikes, lockouts and other labour disputes or claims on terms contrary to the
wishes of the party affected.


 


14.                               General
Provisions


 


14.1                        Applicable
law


 


This Agreement will be governed by and
construed in accordance with the law for the time being in force in the
Australian Capital Territory.  The
parties submit to the exclusive jurisdiction of the Courts of the Australian
Capital Territory.


 


14.2                        Clause
severance


 


Any provision of this agreement that is held
void by a court of competent jurisdiction or is voidable by a party or is or
becomes at that time unlawful or unenforceable will, to the extent to which it
is void or voidable or is unlawful or unenforceable, be deemed to be excised
from and not form party of this agreement, without affecting the validity or
enforceability of the remaining provisions to the fullest extent permitted by
law or in equity.


 


14.3                        Costs


 


Each party agrees to bear its own legal and
other costs and expenses of and incidental to, the preparation, execution and
completion of this Agreement and of any related documentation.


 


14.4                        Entire
agreement


 


This agreement


 


(a)                                  constitutes
the entire agreement between the parties as to its subject matter; and


 


(b)                                 in
relation to that subject matter, supersedes all prior communications,
negotiations, arrangements and agreements, whether oral or written, with
respect to the subject matter of this Agreement.


 


14.5                        Relationship
between the parties


 


(a)                                  A
party must not represent itself and must make best endeavours to ensure that
its employees, agents and contractors do not represent themselves, as being
employees or, agents or partners of the other party.


 


7





















 


(b)                                 Nothing
in this agreement will be taken to constitute a relationship of employment,
agency, partnership or joint venture between the parties.


 


14.6                        Survival


 


Clauses 4,5,6,7(c), 8, 10.1, 11 and 12
will survive the expiration of early termination of this Agreement


 


14.7                        Variation


 


This Agreement may only be amended in writing signed
by all Parties.


 


14.8                        Waiver


 


A waiver by a Party of any rights arising from a
breach or non-observance by the other Party of a term of this Agreement will
not be taken to operate in any way as a waiver of any right arising from any
subsequent continuation of that breach or non-observance, or any further or
other breach or non-observance of the same or any other term.


 


EXECUTED as
an agreement


 


	
   

  	
  SIGNED SEALED and DELIVERED for

  	
   

  
	
   

  	
  Anutech Pty Ltd by an authorised

  	
   

  
	
   

  	
  officer in the presence of

  	
  /s/ G. Page

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Fiona Tapfer

  	
   

  	
  /s/ G. Page

  	
   

  
	
   

  	
  Signature of witness

  	
  Name of Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Fiona Tapfer

  	
   

  	
  Managing Director

  	
   

  
	
   

  	
  Name of witness (print)

  	
  Office held

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIGNED SEALED and DELIVERED for

  	
   

  
	
   

  	
  the PharmAxis Pty Ltd by an
  authorised

  	
   

  
	
   

  	
  officer in the presence of

  	
  /s/ Alan D Robertson

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ David McGarvey

  	
   

  	
  /s/ A.D. Robertson

  	
   

  
	
   

  	
  Signature of witness

  	
  Name of Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ David McGarvey

  	
   

  	
  CEO

  	
   

  
	
   

  	
  Name of witness (print)

  	
  Office held

  



 


8





















 


Schedule 1


 


The Fee is calculated as:


 


Fee = staff salaries + SRE + Anutech
management fee


 


Where:


 


(i)                                     staff
salaries = total salaries paid to staff employed by Anutech in accordance with
this agreement, including leave entitlements such as annual leave and long
service leave, where approved by PharmAxis;


 


(ii)                                  SRE
= all salary related expenses including superannuation, payroll tax, death and
disability insurance, leave loading; and


 


(iii)                               Anutech
management fee = 15 % of staff salaries + SRE


 


As of the Commencement Date the Fee covers the following staff at the
indicated salary levels, although this is subject to change pursuant to the
terms of this agreement.


 


	
  Staff

  	
   

  	
  Salary

  	
   

  	
  SRE ( * )

  	
   

  	
  Total

  	
   

  
	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  
	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  
	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  
	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  
	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  
	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  *

  	
   

  
	
  Anutech Mgt
  Fee

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  *

  	
   

  
	
   

  	
   

  	
  Annual Total

  	
   

  	
   

  	
   

  	
  $

  	
  *

  	
   

  



 


	
  Quarterly Payment

  	
   

  	
  Payment Due

  	
   

  	
  Amount Due

  	
   

  	
   

  	
   

  
	
  1/1/03-31/12/03

  	
   

  	
  1/1/03

  	
   

  	
  $

  	
  *

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1/4/03

  	
   

  	
  $

  	
  *

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1/7/03

  	
   

  	
  $

  	
  *

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1/10/03

  	
   

  	
  $

  	
  *

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1/1/04-31/12/04

  	
   

  	
  1/1/04

  	
   

  	
  $

  	
  *

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1/4/04

  	
   

  	
  $

  	
  *

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1/7/04

  	
   

  	
  $

  	
  *

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1/10/04

  	
   

  	
  $

  	
  *

  	
   

  	
   

  	
   

  



 










*  Confidential portion omitted and filed
separately with the Commission.


 


9





















 





 


1st December 2004


 


Dr Christine Hirst


Technology Manager • Biomedical & Health


ANU INNOVATION


 


 


Dear Christine,


 


Service Agreement between Pharmaxis Ltd and
ANU Enterprises Pty Ltd


Dated 9th December
2002


 


The above Service Agreement expires on 31st
December 2004. Pharmaxis wishes to extend the agreement on the same terms and
conditions as contained in the current agreement for a further two years, to 31
December 2006.  A copy of the current
list of staff, their salaries and the amount payable to ANU Enterprises is
attached.  Pharmaxis will pay any
increases to these stated salaries that arise from any Enterprise Agreement of
ANU Enterprises Pty Ltd with the project staff.


 


Will you please confirm in writing your agreement to our proposal.


 


 


Sincerely,


 


 


	
  /s/ David McGarvey

  	
   

  
	
  David McGarvey

  
	
  Chief Financial Officer/Company Secretary

  



 


 


	
   

  	
  Extension Approved:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signed by a duly authorised officer on

  	
  )

  	
  /s/ [ILLEGIBLE]

  
	
   

  	
  Behalf of ANU Enterprises Pty Ltd
  ABN

  	
   

  	
   

  
	
   

  	
  31 008 548 650 in the presence of:

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ [ILLEGIBLE]

  	
  )

  	
  FRANK PAPA

  	
   

  
	
   

  	
  Witness

  	
   

  	
  Print Name CFO/SECRETARY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [ILLEGIBLE]

  	
   

  	
  6/12/2004

  	
   

  
	
   

  	
  Print Name

  	
   

  	
  Date

  



 


 


	
   

  	
  Pharmaxis Ltd 

  	
  Unit 2, 10 Rodborough Road

  	
  T 02 9451 5961

  
	
   

  	
  ABN 75 082 811 630

  	
  Frenchs Forest NSW 2086

  	
  F 02 9451 3822

  
	
   

  	
   

  	
  Australia

  	
  www.pharmaxis.com.au

  



 





















 


Schedule 1


as at 1 January, 2005


 


	
  Staff

  	
   

  	
  Salary

  	
   

  	
  SRE ( * )

  	
   

  	
  Total

  	
   

  
	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  
	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  
	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
  *

  	
   

  	
  $

  	
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*  Confidential portion omitted
and filed separately with the Commission