Exhibit 4.4


 


	
  DATE

  	
   

  	
  1999

  



 


 


ANUTECH
PTY LTD


 


 


and


 


 


PRAXIS
PHARMACEUTICALS AUSTRALIA PTY LTD


 


 










 


EXCLUSIVE
LICENCE AGREEMENT


 










 


 





 


AMP Tower


1 Hobart Place


CANBERRA CITY ACT 2600


Tel: (02) 6218 6500


Fax: (02) 6218 6525


Ref: G. Marques


 


BRISBANE • CANBERRA • MELBOURNE • SYDNEY


 





















 


TABLE OF
CONTENTS


 


	
  1.

  	
   

  	
  INTERPRETATION

  	
   

  
	
  1.1

  	
   

  	
  Definitions

  	
   

  
	
  1.2

  	
   

  	
  Construction

  	
   

  
	
  1.3

  	
   

  	
  Precedence

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  GRANT OF LICENCE

  	
   

  
	
  2.1

  	
   

  	
  Grant of licence

  	
   

  
	
  2.2

  	
   

  	
  Anutech’s Rights

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  ROYALTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  REPORTS

  	
   

  
	
  4.1

  	
   

  	
  Reporting requirements

  	
   

  
	
  4.2

  	
   

  	
  Interest

  	
   

  
	
  4.3

  	
   

  	
  Foreign Currencies

  	
   

  
	
  4.4

  	
   

  	
  Payment Mechanics

  	
   

  
	
  4.5

  	
   

  	
  Praxis to keep accounts and records

  	
   

  
	
  4.6

  	
   

  	
  Inspection of accounts

  	
   

  
	
  4.7

  	
   

  	
  Settlement of Discrepancies

  	
   

  
	
  4.8

  	
   

  	
  Cost of Audit

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  GST

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  EXPLOITATION OF LICENSED PATENTS

  	
   

  
	
  6.1

  	
   

  	
  Praxis’ objectives

  	
   

  
	
  6.2

  	
   

  	
  Praxis’ specific obligations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  SUB-LICENSING

  	
   

  
	
  7.1

  	
   

  	
  Right to Sub-Licence

  	
   

  
	
  7.2

  	
   

  	
  Sub-Licence terms

  	
   

  
	
  7.3

  	
   

  	
  Research Licences

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  CONFIDENTIAL INFORMATION

  	
   

  
	
  8.1

  	
   

  	
  Obligations of the parties

  	
   

  
	
  8.2

  	
   

  	
  Exceptions to obligations

  	
   

  
	
  8.3

  	
   

  	
  Rights in Confidential Information

  	
   

  
	
  8.4

  	
   

  	
  Term of obligation

  	
   

  
	
  8.5

  	
   

  	
  Permitted disclosures

  	
   

  
	
  8.6

  	
   

  	
  Further Disclosure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  USE OF NAME

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  IMPROVEMENTS BY PRAXIS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  ADDITIONS TO LICENSED PATENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  LIABILITY

  	
   

  
	
  12.1

  	
   

  	
  Responsibility for Products

  	
   

  
	
  12.2

  	
   

  	
  Anutech and ANU not Liable

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  INDEMNITIES AND INSURANCE

  	
   

  
	
  13.1

  	
   

  	
  Indemnity by Praxis

  	
   

  
	
  13.2

  	
   

  	
  Indemnity by Anutech

  	
   

  
	
  13.3

  	
   

  	
  Notification regarding indemnity

  	
   

  
	
  13.4

  	
   

  	
  Insurance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  TERM

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  TERMINATION

  	
   

  
	
  15.1

  	
   

  	
  Termination for breach

  	
   

  
						



 





















 


	
  15.2

  	
   

  	
  Termination in default of payment

  	
   

  
	
  15.3

  	
   

  	
  Termination for insolvency

  	
   

  
	
  15.4

  	
   

  	
  Reconstruction Exception

  	
   

  
	
  15.5

  	
   

  	
  Termination to be without prejudice

  	
   

  
	
  15.6

  	
   

  	
  Praxis chooses not to Exploit the ANU
  Intellectual Property

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  OBLIGATIONS AND RIGHTS ON TERMINATION

  	
   

  
	
  16.1

  	
   

  	
  Obligations of Praxis

  	
   

  
	
  16.2

  	
   

  	
  Obligations of Anutech

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  WARRANTIES

  	
   

  
	
  17.1

  	
   

  	
  General Warranties

  	
   

  
	
  17.2

  	
   

  	
  Specific warranties in respect of ANU
  Intellectual Property

  	
   

  
	
  17.3

  	
   

  	
  Due diligence

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  PROTECTION OF LICENSED PATENTS

  	
   

  
	
  18.1

  	
   

  	
  Maintenance of the Licensed Patents

  	
   

  
	
  18.2

  	
   

  	
  Infringements

  	
   

  
	
  18.3

  	
   

  	
  Enforcement

  	
   

  
	
  18.4

  	
   

  	
  Licensee’s Proceedings

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  INFRINGEMENT OF OTHERS RIGHTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  CONSTRUCTION OF PATENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  WITHHOLDING TAXES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  ASSIGNMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  NOTICES

  	
   

  
	
  23.1

  	
   

  	
  Form of Notice

  	
   

  
	
  23.2

  	
   

  	
  Manner of Service

  	
   

  
	
  23.3

  	
   

  	
  Address for Service

  	
   

  
	
  23.4

  	
   

  	
  Time of Service

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  FORCE MAJEURE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  RESOLUTION OF DISPUTES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  GENERAL

  	
   

  
	
  26.1

  	
   

  	
  Governing Law

  	
   

  
	
  26.2

  	
   

  	
  Entire Agreement

  	
   

  
	
  26.3

  	
   

  	
  Variations

  	
   

  
	
  26.4

  	
   

  	
  Severability

  	
   

  
	
  26.5

  	
   

  	
  Relationship of Parties

  	
   

  
	
  26.6

  	
   

  	
  Stamp Duty and Costs

  	
   

  
	
  26.7

  	
   

  	
  Additional Documents

  	
   

  
	
  26.8

  	
   

  	
  Waiver

  	
   

  
	
  26.9

  	
   

  	
  Registration of Agreement

  	
   

  
	
  26.10

  	
   

  	
  Not obliged to act contrary to law

  	
   

  
	
  26.11

  	
   

  	
  Status
  of Anutech

  	
   

  
						



 





















 


THIS AGREEMENT is
made on the 14 day of October 1999


 


BETWEEN


 


ANUTECH PTY LTD A.C.N. 008 548 650
of Anutech Court, Corner Barry Drive and Daley Roads, Australian Capital
Territory, Australia 2601


 


(“Anutech”)


 


AND


 


PRAXIS PHARMACEUTICALS AUSTRALIA PTY LTD
A.C.N. 082 811 630 having its registered office at
Duesbarys, 60 Marcus Clarke Street, Canberra City A.C.T. 2601


 


(“Praxis”)


 


WHEREAS


 


A.                                   Anutech
is the commercial subsidiary of the Australian National University (“ANU”) and
regularly provides services to its clients by engaging the services of the ANU
and does so within the field of this Agreement.


 


B.                                     ANU
is the proprietor of certain patents and is the owner of certain other related
intellectual property and has agreed to grant to Praxis a licence of such patents
and intellectual property on the terms and conditions set out herein.


 


C.                                     Praxis
wishes to obtain an exclusive licence within the Licensed Field of such patents
and intellectual property, and to then undertake the research, development and Exploitation
of products based upon such patents.


 


IT IS AGREED


 


1.                                      INTERPRETATION


 


1.1                               Definitions


 


In this agreement, unless the context
otherwise requires, the following words shall have the following meanings:-


 


“ANU
Intellectual Property” means the Licensed Patents, any
Intellectual Property relating to the Licensed Patents or actual or potential
Products or Processes which is owned by ANU and provided by ANU to Praxis
during the Term, and includes any Intellectual Property developed under the
Research Funding Agreement.


 


“Business
Day” means a day on which the trading banks are open
for general banking business in Canberra, Australia.


 


“Commencement
Date” means the date of execution of this Agreement.


 


“Confidential
Information” means any information whether written,
oral, electronic or in any other form which is disclosed by a party or its
representatives, is claimed as confidential to itself and which relates to the
ANU Intellectual Property, Improvements, this agreement and business of the
parties.  It includes all copies and
notes generated from the disclosure


 


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and each party shall keep and maintain
confidential any further information which may come to the other parties
knowledge as a result of this Agreement.


 


“Dollars”
or “$” means Australian dollars.


 


“Exploit”
means in respect of a:


 


a)                                      Product-to
make, have made, hire, sell or otherwise dispose of the Product, to offer to
make, sell, hire or otherwise dispose of the Product, to use or import it or
keep it for the purpose of doing any of those things;


 


b)                                     Process-use
the method or process or do any act in respect of a product resulting from such
use which falls within paragraph(a).


 


“Final
Judgment” means a judgment or decree which becomes not
further appealable or reviewable through the exhaustion of all permissible
applications for appeal, rehearing or review by any superior court or tribunal
or through the expiration of time permitted for such applications.


 


“GST”
means a tax on goods and services as defined by Commonwealth legislation.


 


“Improvements”
means any new Intellectual Property or any improvement, innovation, invention
or development relating to the function, design, formulation, features, or
process of manufacture of any Product.


 


“Indemnified
Parties” means ANU and Anutech and any of their
directors, officers, employees, staff, students and agents.


 


“Intellectual
Property” means any copyright, design (whether
registered or unregistered), trademark (whether registered or unregistered),
circuit layout, knowhow, confidential information (whether such information is
in writing or recorded in any other form) and other proprietary or personal
rights arising from intellectual activity in the industrial or scientific
fields.


 


“Licence”
means the right and licence granted by Anutech to Praxis pursuant to this
agreement.


 


“Licensed
Field” means the use of phosphosugars as ethical
therapeutics and expressly excludes:


 


a)                                      the
use of phosphosugars as neutriceuticals, complementary medicines or cosmetics
for the treatment of any applicable condition;


 


b)                                     topical
application for wound care; and


 


c)                                      the
use of fructose-1, 6-diphosphate, administered non-topically, for the treatment
or prophylaxis of ischaemic disorders in humans, which includes transplantation
and immunosuppression.


 


“Licensed
Patents” means the patents and patent applications
listed in Schedule 1 and includes:


 


a)                                      any
continuations, continuations in part, divisions, registrations, confirmations, reissues,
renewals or extensions of term of any of those patents;


 


b)                                     any
corresponding patent or patent application as defined in the Patents Act 1990 (Cth)
or any substantially similar form of protection for inventions granted by any
other country, the essence of which is a right in the holder of such form of protection
to an exclusive right to work the relevant invention, taken out or applied


 


2





















 


for in any country in the Territory which is
fairly based upon or derived from any of those patents;


 


c)                                      any
re-issue, renewal or extension of such a patent or patent application (whether
in whole or in part) and any patent of addition thereto.


 


d)                                     any
patent or patent application which is dominated by or dominates those patents.


 


“Marketing” means the promotion, advertising, distribution
and sale of Products and includes a product launch campaign.


 


“Net Revenue” means all amounts received by, at the direction
of or on behalf of Praxis or any Sub-Licensee (or any Related Corporation of
either of them) in connection with the ANU Intellectual Property or Products or
Process less:


 


a)                                      transport
and insurance related charges actually allowed and taken;


 


b)                                     trade,
quantity or cash discounts or rebates actually allowed and taken;


 


c)                                      credits
or allowances given or made on account of price adjustments, recalls or
destruction requested or made by an appropriate government agency; and


 


d)                                     any
Tax, excise or other government charge upon or measured by the sale,
transportation, delivery or use of the Product which is actually incurred by
the seller;


 


but does not include any amount in respect of
which a royalty has been fully paid by Praxis to Anutech under clause 3 and
which shall be calculated without any deduction for amounts referable to any
research or development undertaken by Praxis or any Sub-Licensee (or any
Related Corporation of either of them) of ANU, including for example pre-clinical
research and clinical studies and where applicable in accordance with clause 5
(GST).


 


“Party” means Anutech or Praxis and their respective
successors and permitted assigns and “parties” means
both of them.


 


“Products” means any matter, article or thing which
incorporates or arises from the whole or partial use of ANU Intellectual
Property.


 


“Process” means any process or method of manufacture in relation
to the operation, means or working or manufacture of a Product.


 


“Quarter” means each period of three months commencing on the
first of each January, April, July and October during the Term.


 


“Registration” in respect of a country means the gaining of
all permissions from all Regulatory Authorities in that country necessary to
permit the commencement of Marketing in that country and includes any approval
in respect of packaging or labelling.


 


“Regulatory Authority” in respect of a country means any and
all bodies and organisations regulating the importation, distribution,
marketing or sale of the Product in any part of that country.


 


“Related Corporation” has the same meaning as is given to the
expression “related body corporate” in the Corporations Act 1989 of the Commonwealth
of Australia.


 


“Research Funding Agreement” means the agreement between
Anutech and Praxis, dated on or about the date of this Agreement which provides
for the Funding by Praxis of certain research to be undertaken by Anutech.


 


3





















 


“Royalty Period” means each Quarter Year during the Term
provided that where the Term commences or ends on a day other than first day of
a Quarter Year the first and Last reports will be for only so much of the
Royalty Period as occurs during the Term.


 


“Sub-Licensee” means any person who:


 


a)                                      becomes
entitled to exercise any of the rights granted to Praxis under this agreement,
whether directly or indirectly or;


 


b)                                     receives
Product from Praxis or any Sub-Licensee for a purpose which includes or could
reasonably be regarded as including or with the intention of re-sale.


 


“Tax” means any Tax withholding tax, charge, rate, duty or
impost imposed by any authority, but does not include any income or capital
gains tax or GST.


 


“Term” means the period during which this agreement is in
force pursuant to clause 14.


 


“Territory” means the whole of the world.


 


“Year” means each period of twelve months commencing on the
first day of each January during the Term.


 


1.2                               Construction


 


In this
agreement unless the context otherwise requires:


 


a)                                      words
importing the singular include the plural and vice versa and words importing
any gender include the other genders;


 


b)                                     references
to persons include corporations and bodies politic;


 


c)                                      references
to a person include the successors and permitted assigns of that person;


 


d)                                     a
reference to a statute, ordinance, code or other law include regulations and
other statutory instruments under it and consolidations, amendments,
re-enactments or replacements of any of them (whether of the same or any other
legislative authority having jurisdiction);


 


e)                                      references
to this or any other document include the document as varied or replaced, and
notwithstanding any change in the identity of the parties;


 


f)                                        references
to writing include any mode of representing or reproducing words in tangible
and permanently visible form, and include telex and facsimile transmissions;


 


g)                                     an
obligation of two or more parties shall bind them jointly and severally and an
obligation incurred in favour of two or more parties shall be enforceable by
them jointly and severally;


 


h)                                     if
a word or phrase is defined, cognate words and phrases have corresponding
definitions:


 


i)                                         references
to a body which has ceased to exist or has been reconstituted, amalgamated, reconstructed
or merged, or the functions of which have become exercisable by any other
person or body in its place, shall be taken to refer to the person or body
established or constituted in its place or the person or body by which its
functions have become exercisable;


 


4





















 


j)                                         reference
to any thing (including, without limitation, any amount) is a reference to the
whole or any part of it and reference to a group of things or persons is a
reference to any one or more of them;


 


k)                                      references
to this agreement include its schedules;


 


l)                                         headings
shall be ignored in construing this agreement; and


 


m)                                   if
any day appointed or specified by this agreement for the payment of any money
or the doing of any act or thing falls on a day that is not a Business day, the
day so appointed or specified shall be deemed to be the next day which is a
Business Day;


 


n)                                     no
provision of this Agreement will be construed adversely to a party solely on
the ground that the party was responsible for the preparation of this Agreement
or that provision; and


 


o)                                     an
expression importing a natural person includes any company, partnership, joint
venture, association, corporation or other body corporate and any government,
governmental, administrative, judicial or semi-governmental agency or body.


 


1.3                               Precedence


 


The documents comprising this agreement shall
be read in the following order of precedence:


 


a)                                      the
clauses in the body of this agreement; then


 


b)                                     the
paragraphs in the body of the schedules.


 


Where any conflict occurs between the
provisions contained in two or more of the documents forming this agreement,
the documents lower in the order of precedence shall where possible be read
down to resolve such conflict.  If the
conflict remains incapable of resolution by reading down, the conflicting provisions
shall be severed from the document lower in the order of precedence without (to
the extent possible) otherwise diminishing the enforceability of the remaining
provisions of that document.


 


2.                                      GRANT OF LICENCE


 


2.1                               Grant of licence


 


Anutech hereby grants to Praxis with effect
on and from the Commencement Date an exclusive license, to:-


 


a)                                      Explain
(within the Licensed Field) the Products and Processes in the Territory
utilising the ANU Intellectual Property; and


 


b)                                     use
the ANU Intellectual Property within the Licensed Field for the purposes of
further research and development and to Exploit the results of such further
research and development.


 


2.2                               Anutech’s Rights


 


Anutech and Praxis agree and acknowledge that
during the Term, except as set out in or permitted by this agreement Anutech
shall not:-


 


a)                                      Exploit
the Products within the Licensed Field in the Territory utilising the ANU
Intellectual Property;


 


5





















 


b)                                     use
the ANU Intellectual Property except for the purpose of its own internal
research.


 


3.                                      ROYALTIES


 


a)                                      In
consideration for the grant of the License Praxis will pay to Anutech a royalty
of 2% of Net Revenue.


 


b)                                     The
obligation in clause 3(a) survives the termination of the License and this Agreement.


 


4.                                      REPORTS


 


4.1                               Reporting requirements


 


Praxis shall within 30 days of the end of
each Royalty Period provide to Anutech a written report setting out:


 


a)                                      the
total quantity of Products sold or provided by it and by its Sub-Licensees;


 


b)                                     the
Net Revenue;


 


c)                                      the
calculation of the royalty payable, including details of the currency
conversion rates used, any taxes or other amounts withheld and any adjustments
on account of returns.


 


4.2                               Interest


 


Praxis must pay Anutech interest on all
amounts due under this Agreement but unpaid, calculated at the rate applicable to
overdrafts charged by the Commonwealth Bank of Australia at the date of payment
from the due date until the date of payment, calculated daily from the due
date.  The payment of such interest shall
not preclude Anutech from exercising any other rights it may have because any
payment is overdue.


 


4.3                               Foreign Currencies


 


Praxis shall calculate royalties in local
currencies and convert the same to dollars at the ruling rate of exchange as on
the last day of the Royalty Period.


 


4.4                               Payment Mechanics


 


The royalty payable to Anutech shall be paid
to a bank account nominated by Anutech in Canberra, Australia (or at such other
location in Australia as Anutech may stipulate from time to time) within sixty
days of the end of each Royalty Period.


 


4.5                               Praxis to keep accounts and records


 


Praxis shall keep for a period of 7 (seven)
years after the end of the Royalty Period to which they relate, true and
particular accounts and records of all sales of Products sufficient to verify Praxis
calculation of Net Revenue and Products sold, the calculation of royalty based
thereon and conversion of such amounts into the relevant currency.


 


4.6                               Inspection of accounts


 


Anutech and its duly authorised
representatives shall have the right to inspect and audit from time to time the
accounts and records referred to in clause 4.5 and such other matters as are
directly relevant to the calculation of the amount of any payment due by Praxis
to Anutech


 


6





















 


under this agreement and shall be entitled to take
copies of such records, on the following conditions:-


 


a)                                      inspection shall be limited to 2 times in any one Year;


 


b)                                     inspections shall take place during normal
business hours and upon reasonable prior notice to Praxis;


 


c)                                      employees of Anutech or its duly authorised representatives who
inspect such accounts and records must be suitably qualified personnel
reasonably acceptable to Praxis and shall:


 


i)                                         whilst inspecting such records and accounts, abide by all of Praxis’
standard rules and regulations;


 


ii)                                      Anutech shall indemnify and hold Praxis harmless from all liability
resulting from any negligence or any other activities on the part of Anutech’s
employees or duly authorised representatives inspecting such records and
accounts.


 


4.7                               Settlement
of Discrepancies


 


Anutech shall advise Praxis of the result of any
audit conducted by it pursuant to clause 4.6.  If any discrepancy is found by Anutech then
the amount thereof shall by paid by the party that owes such amount within 7
days of demand therefor by the party due such amount.


 


4.8                               Cost of Audit


 


Anutech shall bear the cost of any such examination
unless an underpayment of 5% or more in the amount of any royalty payment is
detected in which event Praxis will bear the expense of the examination.


 


5.                                      GST


 


The royalty does not include any amount on account
of Tax.  If any Tax is payable by Anutech
in relation to this Contract, Anutech will increase the royalty on account of
the Tax.  Anutech will adjust the royalty
having regard to Part VB of the Trade Practices Act: 1974(Cth).


 


6.                                      EXPLOITATION OF LICENSED PATENTS


 


6.1                               Praxis’ objectives


 


Praxis shall use reasonable endeavours at the
expense of Praxis to


 


a)                                      Exploit
Product, Process, and ANU Intellectual Property;


 


b)                                     undertake
either itself or through third parties further research and development based on the ANU Intellectual Property; and


 


c)                                      as and when required, undertake itself or
through Related Corporations, or
enter into appropriate third party licensing or marketing arrangements, to optimize
the returns from sales of Products, and
to achieve Marketing of Products at the earliest practicable and economically
prudent date


 


and Praxis must:


 


d)                                     at its cost obtain and maintain all
Registrations necessary to allow it in Exploit the ANU Intellectual Property
and to manufacture and sell Products;


 


7





















 


e)                                      ensure
that each Product sold:


 


i)                                         is of merchantable quality;


 


ii)                                      is fit for the purpose for which it is
acquired;


 


iii)                                   satisfies any conditions and warranties
implied by the law of that country in which it is sold; and


 


iv)                                  complies with all laws and standards
regulating manufacture, assembly, labelling, packaging, storage and sale in the
country in which it is sold.


 


6.2                               Praxis’ specific obligations


 


Further to its general obligations in clause
6.1 Praxis agrees to:-


 


a)                                      on
a 6 monthly basis provide to Anutech a written plan detailing the steps
proposed to be taken by Praxis in at least the next 12 months to achieve the objectives set out in clause
6.1, such plan to include the budgeted expenditure for the next 12 months on
such activities in reasonable detail;


 


b)                                     within 5 years of the Commencement Date,
commence the sale of Products either directly or through one or more
Sub-Licensees; and


 


c)                                      provide
to Anutech a quarterly report as against prior plans and budgets detailing all
activities carried out by or on behalf of Praxis pursuant to clause 6.1.


 


7.                                      SUB-LICENSING


 


7.1                               Right to Sub-License


 


Anutech grants to Praxis the right to
sublicence ANU Intellectual Property within the Licensed Field, subject to the
prior written approval of Anutech which shall not be unreasonably withheld.


 


7.2                               Sub-Licence terms


 


Subject to clause 7.1, Praxis shall have the
right to grant sub-licences of the rights
granted to it to third parties provided that Praxis ensures that the
Sub-Licensee complies with the following:-


 


a)                                      the
third party being granted the sub-licence has the commercial capacity to promote
and Exploit the relevant product with due obligence and probity and has at
least sufficient skills and resources to comply with the obligations placed
upon Praxis in relation to that Product in the relevant country or countries;


 


b)                                     the
sub-licence is wholly consistent with the terms of this Licence and in
particular:


 


i)                                         such
sub-licence does not purport to extend
or continue in any circumstances where this Licence may be terminated; and


 


ii)                                      the Sub-Licensee acknowledges that ANU
owns the ANU Intellectual Property;


 


c)                                      the
sub-license prohibits the Sub-Licensee from taking any action or allowing any action to be taken which detracts from the
ownership of the ANU Intellectual Property by ANU or conflicts with the
provisions contained in this Licence in relation to prosecuting or defending
the Licensed Patents or defending any allegation of infringement of the ANU Intellectual
Property other than the Licensed Patents;


 


8





















 


d)                                     the
sub-licence is in the English language, executed by the sub-licensee and giving
its place of business;


 


e)                                      the
sub-licence requires the sub-licensee to maintain all books, records and
accounts necessary to enable verification of Net Revenue and royalties and
other amounts required to be paid by Praxis to Anutech and to allow Anutech to
inspect those books, records and accounts on terms similar to those contained
in clause 4.6; and


 


f)                                        the
sub-licence limits the duration of the sub-licence in respect of the ANU
Intellectual Property for the term of this Agreement and further provides for
the sub-licence to terminate automatically upon the termination of this
Agreement.


 


7.3                               Research Licences


 


Praxis shall be entitled to grant licences to
third parties to the ANU Intellectual Property for research purposes only on
such terms and conditions as it sees fit provided that Praxis protects its
rights to any commercially viable technology which may arise from such
research.


 


8.                                      CONFIDENTIAL INFORMATION


 


8.1                               Obligation of the parties


 


Subject to clauses
8.2(b) and 8.5, each party
covenants with the other as follows:


 


a)                                      to
keep all Confidential Information strictly secret and confidential (including
from all its employees, servants and agents), exercising at least the same
degree of care as it uses to maintain its own confidential information;


 


b)                                     to
provide proper and secure storage for Confidential Information within its
possession or control;


 


c)                                      to
us Confidential Information only for the purposes of this agreement and not for
any other activity or purpose whatsoever without the prior written approval of
the other party; and


 


d)                                     to
not copy or reduce to writing or any other medium any part of Confidential Information
except as may be reasonably necessary for the purposes of this agreement.


 


8.2                               Exceptions to obligations


 


a)                                      The
obligations of confidence set out in clause 8.1 shall not extend to
Confidential Information which:-


 


i)                               at
the time of disclosure to a party is in
the public domain;


 


ii)                            after disclosure to a party becomes part of
the public domain otherwise than as a result of the wrongful act of that party
or one of that party’s disclosees;


 


iii)                         a party can show was in its possession at the
time of disclosure and was not acquired directly or indirectly from the other
party; or


 


iv)                        is received from a third party provided that
it was not acquired directly or indirectly by that third party from a party to
this agreement or under an obligation of confidence; or


 


v)                           is required by compulsion of law to be
disclosed,


 


9





















 


provided that:


 


vi)                        the onus shall be on the party alleging the
same to prove that one of the above exceptions has application; and


 


vii)                     in any case
of uncertainty as to whether the obligations in clause 8.1 have application to
any information, such information shall be treated as subject to the
obligations until advised otherwise by the party to whom the obligations are owed.


 


b)                                     Prior
to either party making any disclosure of information which is prima facie
Confidential Information in circumstances where the party that intends to
disclose the information is of the view that one of the exceptions in clause
8.2(a) has application it shall notify the other party of the facts and
circumstances by virtue of which it believes that it is entitled to disclose
the information, and shall not disclose such information until either 14 days
has elapsed or the other party has indicated its consent to the disclosure of
such information.


 


8.3                               Rights in Confidential Information


 


Each party acknowledges and agrees that each
other party has made a substantial investment in that party’s Confidential
Information and has a legitimate right to protect itself against wrongful
disclosure or use of such Confidential Information.


 


8.4                               Term of obligation


 


The obligations in this clause 8
shall survive the expiry or termination of this agreement for whatever reason
and continue indefinitely, subject always to the exceptions included in clause 8.2.


 


8.5                               Permitted disclosures


 


Each party (“the first
party”) shall be permitted to disclose Confidential Information
belonging to another party or supplied to it by another party (“the other party”) to such of the first party’s employees as
require access to such information for the purposes of this agreement, provided
that:


 


a)                                      only
such Confidential Information as needs to be disclosed to a person for the
purposes of this agreement will be disclosed to that person; and


 


b)                                     the
first party shall:


 


i)                                         have
obtained from each such person undertakings in favour of the other party
substantially in the form of the relevant obligations and undertakings in this clause 8 (but not this clause 8.5);


 


ii)                                      be
responsible for the performance of its employees’ undertakings referred to in clause 8.5(b)(i); and


 


iii)                                   take
whatever steps are reasonably necessary, including the institution of legal
proceedings, to ensure that each of its employees is bound by and observes the
terms of the undertakings referred to in clause 8.5(b)(i).


 


8.6                               Further Disclosure


 


Praxis shall be permitted to disclose
Confidential Information to actual and prospective Sub-Licensees to the extent
that it deems reasonably necessary for the purpose of carrying out of
obligations under this agreement, in particular the research, development,
Exploitation of Marketing or Products, processes or the ANU Intellectual
Property, provided that:-


 


10





















 


a)                                      only
such information as Praxis reasonably considers is necessary for the relevant
activity is disclosed; and


 


b)                                     the
recipient of such information agrees to treat such information as confidential
and an appropriate agreement to protect the Confidential Information is
executed.


 


9.                                      USE OF NAME


 


Any proposed use of a party’s name by the
other in any published material (including prospectus information) must be
approved by the other party in writing prior to release of that published
material.


 


10.                               IMPROVEMENTS BY PRAXIS


 


Any Improvement invented, discovered or
acquired by Praxis during the Term shall be the property of Praxis and Praxis
grants to ANU a royalty free non-exclusive licence to use any such Improvement
for the duration of the Intellectual Property protection relating to such
Improvement but solely for the purpose of further on going internal research
and not for any commercial purpose.


 


11.                               ADDITIONS TO LICENSED PATENTS


 


Anutech agrees to advise Praxis promptly of
the filing of any patent application or of the issue of any patent which are
legally or beneficially owned by Anutech or ANU and which:-


 


a)                                      are
dominated by or dominate any patent or patent applications otherwise included
in Licensed Patents; or


 


b)                                     relate
to any Product or describe and claim any improvements in or to any Product or
methods or processes of making or using the same.


 


whereupon, Praxis shall have an option to
have such patent included within Licensed Patents, such option to be exercised
by notice in writing to Anutech within 3 months of notification to Praxis.  If Praxis does exercise its option then such
patents or patent applications will be included in Licensed Patents without
increase in the earned royalty rate specified in clause 3.  If Praxis does not notify Anutech that it
wishes to exercise the option within the period of 3 months then Praxis shall
be deemed to have waived all rights and future rights to such patents or patent
applications.  Anutech will then have a perpetual
unencumbered right to negotiate agreements relating to such patents or patent
applications with third parties.


 


12.                               LIABILITY


 


12.1                        Responsibility for Products


 


Praxis shall ensure at all times during the
Term that the Products are manufactured, used and sold strictly in accordance
with all relevant applicable requirements and standards of relevant
jurisdictions and Praxis will be responsible for conducting its own independent
examination and verification of the accuracy and suitability of the ANU
Intellectual Property and for ensuring the Products are suitable for the
purposes for which they are provided.


 


12.2                        Anutech and ANU not Liable


 


Except as otherwise specifically provided in
this agreement, the Indemnified Parties shall not be liable (in contract or tort
or otherwise) to compensate Praxis for any loss howsoever arising


 


11





















 


suffered by Praxis arising directly or indirectly
from the use of the ANU Intellectual Property or from the sale of Products.


 


13.                               INDEMNITIES AND INSURANCE


 


13.1                        Indemnity by Praxis


 


a)                                      Praxis
agrees to indemnify the Indemnified Parties against and hold the Indemnified
Parties harmless from any and all loss, liability, damage, claim, cost and
expense (including without limitation, reasonable attorney’s fees) arising from
or in connection with:


 


i)                                         a
breach by Praxis of any of its warranties or obligations under this agreement;


 


ii)                                      the
Exploitation of the Products by Praxis;


 


iii)                                   the
storage, use, sale, shipping and Marketing of the Products by Praxis;


 


iv)                                  any
representations, express, implied or statutory made by Praxis as to the
efficacy or safety or use to be made by any purchaser of the Products
including, without limitation, representations made by reference to the
labelling of packaging or the Products;


 


provided that Praxis shall not be required to
indemnify the Indemnified Parties with respect to any loss, liability, damage,
claim, cost or expense to the extent it results from the Indemnified Parties’
negligence or breach of any of its warranties or obligations under this
agreement.


 


b)                                     it
shall be a term of any sub-licence granted by Praxis to any Sub-Licensee that
the Sub-Licensee agrees to the same extent and in the same terms as the
indemnities contained in clause 13.1 to
indemnify the Indemnified Parties and that the Sub-Licensee specifically agrees
that it will not challenge the standing of the Indemnified Parties in the event
of the Indemnified Parties seeking to rely upon such indemnification.


 


13.2                        Indemnity by Anutech


 


Anutech agrees to indemnify Praxis against
and hold Praxis harmless from any and all loss, liability, damage, claim, cost
and expense (including without limitation, reasonable attorney’s fees) arising
from or in connection with a breach by the Indemnified parties of any of its
warranties or obligations under this agreement provided that Anutech shall not
be required to indemnify Praxis with respect to any loss, liability, damage,
claim, cost or expense to the extent it results from Praxis negligence or
breach of any of Praxis’ warranties or obligations under this agreement.


 


13.3                        Notification regarding indemnity


 


Any person seeking indemnity pursuant to clause 13.1 or 13.2 shall promptly notify the relevant party
of any claims or suits for which the first person may assert indemnification
from that party and shall permit that party and its insurer at the person’s
expense to assume or participate in the defence of any such claims or suits and
the person shall co-operate with the relevant party or its insurers in such
defence when reasonably requested to do so.


 


13.4                        Insurance


 


a)                                      Not
less than 3 months prior to the commencement of Marketing of any Product,
Praxis shall at its own cost forthwith take out and maintain during the balance
of the Term one or more adequate policies of insurance for the purposes of
product liability


 


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protection in respect of activities in
respect of the Products in the Territory for an amount not less $10,000,000.


 


b)                                     Praxis
shall provide Anutech with at least 30 days written notice prior to any
cancellation of a policy referred to clause 13.4(a) and upon request shall
furnish Anutech with a certificate of its insurer confirming the status of a
policy taken out by Praxis.


 


c)                                      Praxis
shall procure that all of its Sub-Licenses shall maintain adequate product
liability and third party liability insurance in respect of their activities
pursuant to their respective sub-licences.


 


14.                               TERM


 


Subject to clause 15,
the term of this agreement the rights granted hereunder shall continue for the
life of the Licensed Patents, unless otherwise earlier terminated clause 15
(Termination) or extended by the written agreement of the parties.


 


15.                               TERMINATION


 


15.1                        Termination for breach


 


Subject to clause 15.5,
if one party breaches any term, provision or obligation of this agreement or
the Research Funding Agreement (the “Defaulting Party”)
and the Defaulting Party fails to:


 


a)                                      remedy
such breach within 90 days after receipt of notice from the other party
requiring remedy of the breach;


 


b)                                     if
the breach cannot be remedied within the said 90 day period, commence action
within the said 90 day period to remedy the breach and undertake in writing to
the other party to complete remedy of the breach as soon as practicable
thereafter; or


 


c)                                      if
the breach is incapable of remedy, offer to pay to the other party reasonable
pecuniary compensation to the other party in respect of the loss suffered by it
as a result of the breach.


 


the other party shall have the right to
terminate this agreement immediately upon the expiration of the said period of
90 days by written notice to the Defaulting Party.


 


15.2                        Termination in default of payment


 


Subject to clause 15.5 and
notwithstanding anything contained in clause 20, this
agreement may be forthwith terminated by a party by giving notice to the other
party if that other party defaults in the payment of any money due by that
other party to the first party under this agreement and such default continues
for a period of 30 days after notice has been given to the other party
demanding the payment of such money.


 


15.3                        Termination for insolvency


 


Subject to clause 15.5
and notwithstanding anything contained in clause 15.1,
this agreement may be terminated by a party giving notice to the other party
upon the happening of any of the following events in respect of that other
party:


 


a)                                      the
expiration of four weeks from the other party having a receiver, manager,
receiver and manager or agent in possession validly appointed for the whole or
any


 


13





















 


substantial part of its assets or from a
court order being validly made for the winding up of the other party other than
for the purpose of reorganisation or reconstruction;


 


b)                                     immediately
a resolution of the other party’s shareholders is passed for the winding up of
that party other than for the purpose of reorganisation or reconstruction;


 


c)                                      in
the event that the other party files a petition in bankruptcy or similar
proceedings or is adjudicated bankrupt or if a petition for bankruptcy or
similar proceedings is filed against the other party and is not stayed or
discharged within 45 days of such filing or if the party becomes insolvent or
makes an assignment for the benefit of creditors or enters into any agreement,
arrangement or composition pursuant to bankruptcy law or otherwise acknowledges
insolvency or is adjudged bankrupt or if the other party discontinues business;


 


d)                                     any
distress, execution, attachment or other process is made or levied against any
asset of the other party for an amount in excess of $100,000.00 and remains
outstanding or unsatisfied for a period of 60 days; and


 


e)                                      the
other party is in breach of an undertaking given pursuant to clause 15.1(b).


 


15.4                        Reconstruction Exception


 


A winding up or liquidation for the purposes
of reconstruction or amalgamation by the other party shall not be an event
permitting or giving rise to termination if after that reconstruction or
amalgamation the resulting corporation becomes bound by the terms of this
Agreement by way of assignment or novation.


 


15.5                        Termination to be without prejudice


 


Any termination of this agreement shall be
without prejudice to the rights which a party has against the other in respect
of anything done or omitted to be done hereunder prior to such termination or
in respect of any sums or other claims outstanding at the time of termination.


 


15.6                        Praxis chooses not to Exploit the ANU
Intellectual Property


 


The parties agree to the following:


 


a)                                      if
Praxis reports to Anutech, or Anutech reasonably considers, that Praxis has not
Exploited the ANU Intellectual Property in accordance with this Agreement,
either generally or in some particular respect, Praxis and Anutech will meet
and conduct discussions in good faith with a view to agreeing a mechanism for
making the ANU Intellectual Property available to Anutech for further
development and Exploitation, either by Anutech on its own or with or through other
parties;


 


b)                                     without
limiting the ways that Praxis and Anutech might agree that the ANU Intellectual
Property are to be made available to Anutech, examples include an assignment
and a licence (whether exclusive or non-exclusive);


 


c)                                      where
it is agreed between Praxis and Anutech that the ANU Intellectual Property are
to be made available to Anutech under this arrangement, Praxis and Anutech will
seek to agree a method for compensating Praxis to the extent that Praxis
activities pursuant in this agreement produced or funded the production of the
ANU Intellectual Property and are likely to contribute to any anticipated
Exploration;


 


d)                                     without
limiting the ways that Praxis and Anutech might agree that Praxis is to be
compensated, the compensation ought to take account of the parties’ respective
contributions, receipts and risks which have been or are to be made or taken
before, during and after the date of proposed transition; and


 


14





















 


e)                                      non
agreement in relation to the Exploitation of the ANU Intellectual Property or
the method of compensating the Licensee shall not in any way affect the
Licensee’s right to the improvements.


 


16.                               OBLIGATIONS AND RIGHTS ON TERMINATION


 


16.1                        Obligations of Praxis


 


Immediately upon termination or expiration of
this agreement, Praxis shall:


 


a)                                      pay
all outstanding balances due under this agreement up to the date of
termination;


 


b)                                     remove
all signs, advertising displays, labels and the like identifying Praxis as a
licensee of the ANU Intellectual Property; and


 


c)                                      at
Anutech’s option and request to terminate or assign to Anutech any sub-licensce
granted by Praxis hereunder.


 


16.2                        Obligations of Anutech


 


Immediately upon termination or expiration of
this agreement, Anutech shall:


 


a)                                      as
soon as conveniently possible reconcile all accounts relating to Praxis; and


 


b)                                     accept
all outstanding balances within existing terms of settlement.


 


17.                               WARRANTIES


 


17.1                        General Warranties


 


Each party represents and warrants to the
other that:


 


a)                                      it
has all necessary powers and authorisations necessary to enter into this
agreement and observe its obligations hereunder and allow this agreement to be
enforced against it;


 


b)                                     this
agreement does not contravene any law, regulation or official directive or any
obligations or undertakings by which it or any of its assets are bound or cause
a limitation on its powers to be exceeded;


 


c)                                      there
does not presently exist any event which would either now or with the effluxion
of time entitle the other party to terminate this agreement pursuant to clause 15.3;


 


d)                                     it
is not a party to any pending or threatened action or proceeding affecting it
or any of its assets before a court, governmental agency, commission or
arbitrator where an adverse outcome could reasonably be expected to adversely
impact upon the performance of its obligations under this agreement; and


 


e)                                      it
has no immunity from the jurisdiction of a court or from legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise).


 


17.2                        Specific warranties in respect of ANU
Intellectual Property


 


Anutech warrants and covenants that in
respect of ANU Intellectual Property either:


 


a)                                      ANU
is the sole legal and beneficial owner; or


 


15





















 


b)                                     ANU
has such rights to the ANU Intellectual Property, as will enable ANUTECH to
perform its obligations under this Agreement.


 


Anutech makes no warranty as to whether the
US Patent 5520936 (and corresponding international patents or applications) in
the name of British Technology Group Limited infringes the ANU Intellectual
Property.  Anutech makes no
representations or warranties as to the accuracy or completeness of ANU
Intellectual Property.


 


17.3                        Due diligence


 


Praxis warrants that it has undertaken a due
diligence examination of the ANU Intellectual Property and warrants that it
satisfied itself as to ANU’s rights to and the validity of the ANU Intellectual
Property, in particular the patents and patent applications set out in Schedule 1.


 


18.                               PROTECTION OF LICENSED PATENTS


 


18.1                        Maintenance of the Licensed Patents


 


With respect to the existing Licensed Patents
and patent applications:


 


a)                                      Anutech
will prosecute and maintain the patents and patent applications with the
relevant patent offices and Praxis will provide all reasonable assistance
requested by Anutech at Praxis expense;


 


b)                                     Praxis
shall reimburse Anutech for one third of any costs incurred in filing,
maintaining and renewing the Licensed Patents and patent applications whether
incurred before and after the date of this Agreement; and


 


c)                                      Praxis
may recommend the countries in which patent applications are to be filed in the
name of the ANU.


 


18.2                        Infringements


 


a)                                      A
party shall promptly report to the other in writing particulars of any action
or activity of which the first party becomes aware which might reasonably
amount to infringement of or challenge to any of the ANU Intellectual Property.


 


b)                                     In
the event of any patent, the subject of this Agreement, being infringed Praxis
may at its own cost and in its own name litigate such infringement and may
settle or compromise such litigation in such a manner as Praxis shall determine
provided that Praxis shall consult with Anutech in good faith in relation to
those proceedings.


 


18.3                        Enforcement


 


a)                                      In
the event that litigation is taken or threatened by a third party against any
rights associated with any patents the subject of this Agreement, the parties
shall consult in good faith and use their best endeavours mutually to determine
the manner in which these proceedings are to be defended or resisted and to act
accordingly provided always that the parties shall first seek the opinion of
counsel experienced in such matters.


 


b)                                     In
any litigation, Anutech shall cooperate with Praxis in making available all
relevant records, papers, information and the like which may be relevant and in
its possession.


 


18.4                        Licensee’s Proceedings


 


Upon the commencement of proceedings by
Praxis and during the pendency thereof:


 


16





















 


a)                                      Praxis
shall continue to make royalty reports to Anutech pursuant to clause 4.1 but
shall accrue and shall not be obliged to pay royalties on sale of Products in
any and all countries in which the infringement or challenge is occurring
(other than in respect to sales made prior to the date of first infringement
which otherwise attracted a royalty obligation which has not previously been
satisfied) until the successful termination of such proceedings or cessation of
the infringement or challenge occurs Praxis must pay any royalties retained
under this clause into a separate bank account on trust for Praxis and Anutech;


 


b)                                     Anutech
shall furnish to Praxis, upon the request of Praxis, all evidence and
information in its possession and control pertaining to any such proceedings
and Anutech shall join therein on a non-controlling basis to the extent
requested by Praxis.  If the furnishing
of evidence and information as aforesaid is likely to involve Anutech in any
material expense Praxis will enter into negotiations in good faith with a view
to reaching a reasonable agreement as to the extent to which Anutech should be
reimbursed therefor;


 


c)                                      if Praxis receives a Final Judgment
holding all applicable claims of Licensed Patents being infringed invalid, or
holding adversely as to inventorship of such Licensed Patents or construing all
applicable claims of such Licensed Patents so as not to apply to Products for
which royalties have been accrued by Praxis, then all moneys withheld under
clause 18.5(a) may be paid to Praxis for its own benefit absolutely otherwise
Praxis shall pay the same to Anutech forthwith upon receipt of Final Judgment [ILLEGIBLE]
any amounts Praxis is entitled to deduct under clause 18.5(e);


 


d)                                     upon
any successful completion such proceedings or upon cessation of such
infringement; or challenge, the amounts of any judgment or settlement of past
infringement or challenge actually paid to Praxis shall be firstly applied to
reimburse Praxis for its costs and expenses in prosecuting such proceedings and
the balance, if any, shall subject to amount which may be due to Anutech be
retained by Praxis; and


 


e)                                      if
the amount of any such judgment or settlement is insufficient to cover Praxis’
costs and expenses in prosecuting such proceedings, then the costs and expenses
of Praxis, or the remainder thereof (as the case may be) will be reimbursed to
Praxis out of payments withheld pursuant to clause 18.5(a) and, if necessary,
out of any and all future royalty payments which would otherwise become payable
by Praxis to Anutech in respect to sales of Products in any country referred to
in clause 18.5(a).


 


19.                               INFRINGEMENT OF OTHERS RIGHTS


 


If a legal action is commenced against Praxis
alleging that any Product manufactured sold exercised or used by Praxis or any
of its Sub-Licensees or any method of manufacture of same or use thereof
infringes claims of an unexpired patent, patent application or other
intellectual property right owned by a third party, Praxis shall promptly
notify Anutech of the commencement of legal action.  Anutech, in its sole discretion, may choose
to defend and/or assist in the defence of such litigation but shall not be
obligated to do so.  However, Anutech
shall (at the expense of Praxis) assist Praxis’ efforts to settle and/or defend
such claims.  If Anutech does not choose
to defend such an action, Praxis shall bear all its own costs and expenses and
shall be responsible for awards against it only to the extent that indemnification,
warranties and other claims may not be available against Anutech.  If any amounts are recovered by or awarded or
paid to Praxis from or by a third party as a result of any such action or
litigation, Praxis shall from such amounts reimburse Anutech for all costs and
amounts paid by Anutech in connection with such action or litigation and shall
after deducting the legal costs incurred by it in taking such legal or other
action, pay to Anutech from any compensation recovered thereby, Anutech’s part
thereof determined in accordance with the respective interests of the parties
in such compensation.


 


17





















 


20.                               CONSTRUCTION OF PATENTS


 


If, in any proceedings in which the validity,
infringement or priority of any claim of any patent or patent application
included in Licensed Patents is in issue, a Final Judgment is obtained, the
construction placed upon any such claim by such a final judgment shall be
thereafter followed not only as to such claim but as to all claims to which
such construction applies with respect to acts occuring thereafter.


 


21.                               WITHHOLDING TAXES


 


If Praxis is legally obliged to deduct or
withhold any tax from any payment, in particular any royalty payment, to be
made to Anutech hereunder, Praxis shall on request provide Anutech with
receipts and any other evidence from relevant revenue authorities which may be
required by Anutech for its own tax affairs and Praxis shall not be required to
gross up any such amount.


 


22.                               ASSIGNMENT


 


A party shall not assign any rights hereunder
to third parties, provided that Anutech shall not withhold its consent to an
assignment by Praxis if:


 


a)                                      the
assignment is to:


 


i)                                         a
Related Corporation of Praxis; or


 


ii)                                      a
person who is reasonably acceptable to Anutech having regard to the government
policy to which it or ANU is subject; and


 


b)                                     the
assignment binds assignee to perform, in favour of Anutech, each and everyone
of the obligations of Praxis.


 


23.                               NOTICES


 


23.1                        Form of Notice


 


Any notice, approval, consent or other
communication (“notice”) from one party to
another (“Recipient”) must be in writing and be
signed by a person duly authorised by the person giving the notice.


 


23.2                        Manner of Service


 


A notice must be served by:-


 


a)                                      leaving
it at the Recipient’s address;


 


b)                                     sending
by ordinary pre-paid post (airmail if being sent from or to a place outside of Australia)
to the Recipient’s address; or


 


c)                                      sending
it by facsimile to the facsimile number of the Recipient.


 


23.3                        Address for Service


 


Until other details are specified by a Party
as its address or facsimile number for service the following shall apply:-


 


ANUTECH


 


Address:                Corner Barry Drive and Daley
Roads


 


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  Australian Capital Territory, Australia 2601

  
	
   

  	
   

  
	
  Postal Address:

  	
  GPO Box 4

  
	
   

  	
  Canberra ACT 2601

  
	
   

  	
   

  
	
  Facsimile:

  	
  6257 1433

  
	
   

  	
   

  
	
  Attention:

  	
  Dr Chris Scott

  
	
   

  	
   

  
	
   

  	
   

  
	
  Praxis

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
	
  Postal Address:

  	
   

  
	
   

  	
   

  
	
  Facsimile:

  	
   

  
	
   

  	
   

  
	
  Attention:

  	
   

  
			



 


23.4                        Time of Service


 


A letter or facsimile shall be taken to be
served:-


 


a)                                      in
the case of a delivered letter, on the day of delivery, unless delivery is made
on a non Business Day or after 4:30 p.m. on a Business Day, in which case it
shall be taken to be served on the next Business Day;


 


b)                                     in
the case of a posted letter, on the third (or seventh in the case of airmail)
Business Day after posting; and


 


c)                                      in
the case of a facsimile, on receipt by the party giving the notice of a
transmission confirmation report, unless within one Business Day of receipt the
Recipient has informed the party giving the notice that the transmission was
incomplete or garbled, provided that in any case if transmission is completed
after 4:30 p.m. (local time in the place of receipt) or is received on a non
Business Day, the notice shall be taken to be served on the next Business Day.


 


24.                               FORCE MAJEURE


 


No party shall be responsible or liable to
the any other party for, nor shall this agreement be terminated as a result of
any failure to perform any of its obligations hereunder (with the exception of
payment of monies, due and owing), if such failure results from circumstances
beyond the control of such party, including, without limitation, requisition by
any government authority or the effect of any statute, ordinance or
governmental order or regulations, wars, strikes, lockouts, riots, epidemic
disease, act of god, civil commotion, fire, earthquake, storm, failure of
public utilities, common carriers or suppliers, or any other circumstances,
whether or not similar to the above causes. 
The parties shall use reasonable efforts to avoid or remove any such
causes and shall resume performance under this agreement as soon as feasible
whenever such cause is removed provided however that the foregoing shall not be
construed to require a party to settle any labour dispute or to commence,
continue at settle any litigation.


 


25.                               RESOLUTION OF DISPUTES


 


a)                                      A
party must not start arbitration or court proceedings (except proceedings
seeking interlocutory relief) about a dispute arising out of this agreement (“Dispute”) unless it has complied with this clause.


 


b)                                     A
party claiming that a Dispute has arisen must notify the other party to the
Dispute giving details of the Dispute (“Notification”)


 


19





















 


c)                                      On
receipt of a Notification each party must refer the Dispute for resolution by
its Chief Executive Officer or the CEO’s nominee.


 


d)                                     If
the parties are unable to resolve the Dispute in accordance with clause 25 the
parties must use their best efforts during the following 7 days to agree on:


 


i)                                         a
process to resolve all or at least part of the Dispute without arbitration or
court proceedings (eg. mediation, conciliation, executive appraisal or independent
expert determination);


 


ii)                                      the
selection and payment of any person (“Mediator”) to
be engaged by the parties for, and the involvement of any dispute resolution
organisation in, the process;


 


iii)                                   any
procedural rules;


 


iv)                                  the
timetable, including any exchange of relevant information and documents; and


 


v)                                     the
place where any meetings will be held.


 


e)                                      The
role of any Mediator will be to assist in negotiating a resolution of the
Dispute.  A decision of any Mediator is
not binding on a party unless that party has so agreed in writing.


 


f)                                        Each
party must bear its own costs of resolving a Dispute under this clause and the
parties to the Dispute must bear equally the costs of any Mediator engaged and
independent premises used for the mediation.


 


g)                                     If
the Dispute is not resolved within 30 days after Notification, a party that has
complied with clause 25 may terminate the dispute resolution process by giving
notice to the other party to the Dispute.


 


h)                                     If
a party to a Dispute does not comply with any provision of clause 25 the other
party to the Dispute will not be bound by that clause.


 


26.                               GENERAL


 


26.1                        Governing Law


 


This agreement shall be construed in
accordance with and governed by the laws of the Australian Capital Territory,
Australia and its form, execution, validity, construction and effect shall be
determined on accordance with the laws of the Australian Capital Territory and
the parties hereby submit themselves to the jurisdiction of the courts in and
of that Territory.


 


26.2                        Entire Agreement


 


Except as set out herein, this agreement constitutes
the entire agreement of the parties (and into which all prior negotiations,
commitments, representations and undertakings with respect to the subject
matter are merged) and there are no other oral undertakings, warranties or
agreements between the parties relating to the subject matter of this agreement
and this agreement is not based upon any representations as to profit or worth
nor has any representation been made whether by this agreement or otherwise) to
induce Anutech or Praxis to accept and execute this agreement.


 


20





















 


26.3                        Variations


 


Any modification, alteration, change or
variation of any term or condition of this agreement shall be only made in
writing, executed by all parties.


 


26.4                        Severability


 


This Agreement is severable and is deemed to
apply separately as to each country comprising the Territory.  A material breach of this Agreement in
respect of one or more countries in the Territory shall not affect the validity
or enforceability of this Agreement as to the other countries comprising the
Territory.  If any provision shall be
held invalid or unenforceable, in whole or to part in any jurisdiction, then
such invalidity or unenforceability shall only affect such provision or part
thereof in such jurisdiction, and shall not in any manner affect the provision
in this Agreement in any other jurisdiction. 
To the extent legally permissible an arrangement which reflects the
original intent of the parties shall be substituted for such invalid or
unenforceable provision.


 


26.5                        Relationship of Parties


 


Nothing contained in this agreement shall be
construed so as to operate or to place any party hereto in the relationship of
principal employee, agent, partner, joint venturer or legal representative of
any other party and it is hereby expressly agreed and acknowledged that each of
the parties hereto is an independent contracting party and does not have the
authority or power for or on behalf of any other party hereto to enter into any
contract, to incur debts, to accept money, to assume any obligations or to make
any warranties or representations whatsoever.


 


26.6                        Stamp Duty and Costs


 


Each of the parties hereto shall bear its own
legal costs of and incidental to the preparation of this agreement or any
agreement entered or document executed pursuant to or to give effect to this
agreement.  Praxis shall pay stamp duty
(if any) payable on this agreement and on any agreement entered into or
document executed pursuant to or to give effect to this agreement.


 


26.7                        Additional Documents


 


Each party agrees that it will forthwith upon
the request of the other party execute and deliver all such instruments and
agreements and will take all such other actions as the other party may
reasonably request from time to time in order to give effect to the provisions
and purposes of this agreement.


 


26.8                        Waiver


 


The failure of any of the parties to insist
upon a strict performance of any of the terms and provisions herein shall not
be deemed a waiver of any subsequent breach or default of any of the terms or
provisions of this agreement.


 


26.9                        Registration of Agreement


 


If this Agreement or any associated
transaction is required by the law of any country to be either approved or
registered in any country or with any governmental agency, Praxis shall be
responsible for obtaining such approval or registration including without
limiting the generality of the foregoing, causing the Agreement to be stamped,
recorded and registered at its cost in each country within the Territory.  Anutech agrees to co-operate in any such
application or registration procedure.  Praxis
shall furnish proof of compliance with foregoing to Anutech when and if Anutech
so requires.


 


21





















 


26.10                 Not obliged to act contrary to law


 


No party shall be obligated to carry out or
perform any of the terms of this agreement where such carrying out or
performance would constitute a violation of any treaty, law, code or regulation
of any governmental authority whether local, national or supranational.  In any event the other terms of this
agreement shall nevertheless continue and the parties shall use all reasonable
endeavours to re-negotiate and amend this agreement so that the performance of
this agreement as so amended will not involve any such violation.


 


26.11                 Status of Anutech


 


Anutech warrants and covenants that it enters
into agreement as agent for and on behalf of ANU having full power and
authority so to do, and with the express consent of ANU, to the intent that
each and every of the warranties, covenants, terms and conditions of this
agreement are given by Anutech in its own and bind Anutech in its own fight.


 


22





















 


SCHEDULE 1
- LICENSED PATENTS


 


Phosphosugar based anti-inflammatory and/or
immunosuppressive drugs


 


—                                   International
Application No. PCT/AU89/00350


—                                   Inventors
- William Cowden. Christopher Parish, David Willenborg


—                                   Priority
date - 18 August 1988


—                                   International
filing date - 18 August 1989


—                                   ANUTECH
reference 140


 


	
  Country

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  	
   

  	
  Status

  	
   

  
	
  Australia

  	
   

  	
  41875/89

  	
   

  	
  627500

  	
   

  	
  granted

  	
   

  
	
  Europe

  	
   

  	
  89909685.3

  	
   

  	
  0429522

  	
   

  	
  granted

  	
   

  
	
  Japan

  	
   

  	
  509079/89

  	
   

  	
   

  	
   

  	
  examination requested

  	
   

  
	
  USA

  	
   

  	
  988001

  	
   

  	
  5506210*

  	
   

  	
  granted 

  	
   

  
	
  USA-continuation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  discontinued

  	
   

  



 










*            date of grant = 9 April 1996


 


Novel Phosphosugars and
phosphosugar-containing compounds having anti-inflammatory activity


 


—                                   Inventors
- William Cowden, Christopher Parish, David Willenborg


—                                   Priority
date - 18 October 1996


—                                   ANUTECH
reference 278


 


	
  Country

  	
   

  	
  Application No.

  	
   

  	
  Patent No.

  	
   

  	
  Status

  	
   

  
	
  Australia

  	
   

  	
  PO3098/96

  	
   

  	
  INT

  	
   

  	
  on 18 October 1997

  	
   

  
	
  Australia

  	
   

  	
  41866/97

  	
   

  	
   

  	
   

  	
  examination requested

  	
   

  
	
  USA

  	
   

  	
  08/953305

  	
   

  	
   

  	
   

  	
  examination requested

  	
   

  



 


23





















 


IN WITNESS: this Agreement shall be duly executed and shall commence
from the Commencement Date:-


 


	
  The COMMON SEAL
  of          )

  	
   

  
	
  PRAXIS Pharmaceuticals Australia
  Pry             )

  	
  [SEAL]

  
	
  Limited was
  hereunto affixed in accordance          )

  	
   

  
	
  with its constitution in the presence of:           )

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Brett Charlton

  	
   

  	
  /s/ W.B. Cowden

  	
   

  	
   

  
	
  Director/Secretary

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  BRETT CHARLTON

  	
   

  	
  W.B. COWDEN

  	
   

  	
   

  
	
  Name

  	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  The COMMON SEAL
  of          )

  	
   

  
	
  ANUTECH Pty
  Limited            )

  	
  [SEAL]

  
	
  was hereunto affixed in accordance   )

  	
   

  
	
  with its constitution in the presence of:            )

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ I. Sarteschi

  	
   

  	
  /s/ John D. Bell

  	
   

  	
   

  
	
  Director/Secretary

  	
   

  	
  Director

  	
   

  	
   

  
	
  I. SARTESCHI

  	
   

  	
   

  	
   

  	
   

  
	
  COMPANY SECRETARY

  	
   

  	
  John D Bell

  	
   

  	
   

  
	
  ANUTECH PTY LTD

  	
   

  	
  Managing Director

  	
   

  	
   

  
	
  Name

  	
   

  	
  Name

  	
   

  	
   

  
							



 


24





















 


	
  ANUTECH Pty Ltd

  	
  

  	
  Switchboard:

  	
  (+612) 6249 3811

  
	
  ACN 008 548 650

  	
  Email:

  	
  geoff.page@anutech.com.au

  
	
  Dr Geoff
  Page

  	
  Internet:

  	
  http://www.anutech.com.au

  
	
  Managing
  Director

  	
   

  	
   

  



 


Our Ref:  L202


 


5 April 2002


 


Professor W. Cowden


Praxis Pharmaceuticals Australia Pty Ltd


C/o JCSMR


ANU


ACT 0200


 


Dear Professor Cowden


 


Reporting Requirements under the Exclusive
License Agreement


 


Under Clause 6.2(a) and 6.2(c) of the Exclusive License Agreement
between Anutech Pty Ltd and Praxis Pharmaceuticals Australia Pty Ltd Praxis is
obligated to provide Anutech with 6 monthly and quarterly reports.


 


With respect to the reports outstanding for 1999-2001 Anutech will waive
Praxis’ obligation to provide those documents.


 


With respect to the ongoing reporting obligations Anutech:


 


(a)                                  proposes
the amend the agreement as follows:


 


(i)                                     replace
clause 6.2(a) with the following: “provide a report to Anutech, every 12
months, detailing the activities undertaken by Praxis for the prior 12 month
period pursuant to clause 6.1 and future plans to achieve the objectives set
out in clause 6.1; and


 


(ii)                                  replace
clause 6.2(c) with the following: “provide a brief report to Anutech, every 6
months, describing progress against prior plans, outlined in the report
pursuant to clause 6.2(a), of activities carried out by or on behalf of Praxis
pursuant to clause 6.1


 


(b)                                 proposes
that the reporting obligations adhere to the calendar year, thus the 6 month
2002 report will be due July 1 2002.


 


Please confirm your acceptance of these changes by returning a signed
copy of this letter to me at your earliest convenience.


 


 


	
  Yours Sincerely,

  
	
  Anutech Pty Limited

  
	
   

  
	
  /s/ Geoff Page

  	
   

  
	
  Dr Geoff Page

  
	
  Managing Director

  



 


/s/ [ILLEGIBLE]


 


[ILLEGIBLE]


 





















 


	
   

  	
   

  	
  GPO Box 4 Canberra ACT 2601 AUSTRALIA

  
	
   

  	
   

  	
  Corner of Barry Drive & North Road,
  Action ACT

  
	
  ANUTECH Pty Ltd

  	
  

  	
  Facsimile:

  	
  (+612) 6257 1433

  
	
  ACN 008 549 850

  	
  Switchboard: 

  	
  (+612) 6125 6101

  
	
   

  	
  Direct Line:

  	
  (+612) 6125 2329

  
	
  Dr Geoff
  Page

  	
  Email:

  	
  geoff.page@anutech.com.au

  
	
  Managing
  Director

  	
  Internet:

  	
  http://www.anutech.com.au

  



 


 


16 September 2003


 


Dr Alan Robertson


Pharmaxis Pty Ltd


2/10 Rodborough Road


Frenchs Forest


NSW 2086


 


 


Dear Dr Robertson


 


Minor Changes to the Detail of the Exclusive
Licence Agreement between Anutech Pty Ltd and Praxis Pharmaceuticals Australia
Pty Ltd (now Pharmaxis Pharmaceuticals Australia Pty Ltd)


 


Dr. Brett Charlton, Medical Director Pharmaxis Pharmaceuticals
Australia Pty Ltd, has advised that Pharmaxis Pharmaceuticals Australia Pty Ltd
is moving to a listing on the ASX in the next two months and aiming to raise
$20m to constitute its preclinical and clinical development programs.


 


As reported in the summaries provided by Dr Charlton considerable
progress has been made in the development of a new treatment for multiple sclerosis
arising from the Intellectual Property licensed from the Australian National
University.  Under the terms of the
Exclusive Licence Agreement signed between Anutech Pty Ltd and Praxis
Pharmaceuticals Australia Pty Ltd (now Pharmaxis Pharmaceuticals Australia Pty
Ltd).  Praxis Pharmaceuticals Australia
Pty Ltd agreed to commence the sales of a product arising from the licensed
Intellectual Property within 5 years of the commencement date of the licence, that
is, the date of signing of the licence - 14 October 1999.


 


In recognition of the extent and complexity of the regulatory approval
process for new ethical pharmaceutical treatments, Anutech Pty Ltd is pleased
to agree to an extension in the milestone for first product sales to 2011 that
is 12 years from the date of signing of the licence.


 


With best wishes


 


Yours Sincerely


 


 


	
  /s/ Dr. Geoffrey Page

  	
   

  
	
   

  
	
  Dr. Geoffrey Page

  
	
  Managing Director

  
	
  Anutech Pty Ltd

  



 





















 


Amendment Deed


to the Exclusive License Agreement dated 14 October 1999


 


This
Amendment Deed is
made on 19 October 2004 between ANU Enterprise Pty Ltd ACN 008 548 650
(formerly called Anutech Pty Ltd) (“Anutech”) and Pharmaxis Ltd ACN 082 811 630
(formerly called Praxis Pharmaceuticals Australia Pty Ltd) (Pharmaxis”)


 


Recitals


 


A.                                   On 14 October 1999 Anutech and Pharmaxis
entered into an Exclusive License Agreement (“EL Agreement”).


 


B.                                     On 5 April 2002 and 16 September 2003,
Anutech and Pharmaxis further amended the EL Agreement.


 


C.                                     The parties wish to amend the EL Agreement as
set out below.


 


1.                                      Interpretation


 


(a)                                  “EL Agreement”
means the agreement referred to in Recital A.


 


(b)                                 Expressions defined in the EL Agreement have
the same meaning when used in this deed.


 


(c)                                  Clauses 1.2 and 26 of the EL Agreement apply
to this deed as if set out in full herein.


 


2.                                      Amendments


 


The
EL Agreement is hereby amended as follows:


 


2.1                                 In Clause 1.1, in the definition of “ANU
Intellectual Property”, by replacing, “and includes any Intellectual Property
developed under the Research Funding Agreement” with “and excludes any
Intellectual Property developed  under
the Research Funding Agreement and under any Services Agreements.”


 


2.2                                 In Clause 1.1, in the definition of “Research
Funding Agreement”, by replacing “dated on or about the date of this Agreement”
with “dated December 06, 2000”.


 


2.3                                 In Clause 1.1 in the definitions section of
the EL Agreement inserting –“Services Agreements” means agreements entered into
from time to time between Pharmaxis and Anutech for services provided by
Anutech to Pharmaxis.”


 


2.4                                 In Clause 1.1, in the definition of “Licensed
Field” by deleting Clause b and Clause c.


 


2.5                                 In Clause 1.1 in the definition of “Licensed
Patents” by deleting Clause d.


 


2.6                                 In Clause 5, by deleting the last sentence of
the Clause and renumbering the amended text of Clause 5 as clause a) and adding
the following new clauses b) to h):


 


“b)                               Notwithstanding any other provision of this
agreement, if one party (the supplier) makes a taxable supply to another party
(the recipient) and the supplier is or becomes liable to pay GST on that
taxable supply, the amount of consideration payable by the recipient for that
taxable supply will be increased by the amount of GST payable.


 


c)                                      Unless provided otherwise in this agreement,
the recipient will pay the full amount of the consideration plus GST within 30
days of receiving a tax invoice in respect of that taxable supply.


 


d)                                     If a party becomes aware of an adjustment
event, that party agrees to notify the other party as soon as practicable after
becoming so aware, and the parties agree to take whatever steps are necessary,
including issuing an adjustment note, and to


 





















 


make
whatever adjustments are required to ensure that any GST or additional GST on
that supply or any refund of GST (or any part thereof) is paid as soon as is
practicable but no later than 28 days after the supplier has satisfied itself
that the adjustment event has occurred.


 


e)                                      Each party must provide the other parties
with all documentation reasonably required by them to claim any input tax
credits claimable for or in relation to any supply made under this agreement.


 


f)                                        Where a party reimburse another party for or
in respect of any wholly or partly creditable acquisition or wholly or partly
creditable importation made by that other party, and that reimbursement does
not constitute the consideration for a taxable supply, the amount reimbursed
shall be net of any input tax credit that relates to that acquisition or
importation.


 


g)                                     The parties agree to make any reasonable
changes which, in the reasonably held opinion of any party, are required to be
made to this agreement to reflect changes in the GST Law.


 


h)                                     For the purposes of this clause 5 the terms
‘supplier’, ‘recipient’, ‘taxable supply’, ‘consideration’, ‘tax invoice’,
‘adjustment event’, ‘creditable acquisition’, ‘creditable importation’, input
tax credit’ and ‘GST Law’, have the same meanings as given to them in the A New Tax System  (Goods and Services Tax) Act
1999 and any substantially similar legislation which is passed into
law and which may operate at any time during the term of this agreement.”


 


2.7                                 In Clause 9, by inserting “(including the use
by Pharmaxis of the name of the ANU or any school, department, faculty or other
body of ANU or any employee, researcher, visiting fellow, staff member or council
or committee member of ANU)”.


 


2.8                                 In Clause 10, by renumbering the text of the
clause as a) and adding the following new clause b):


 


“If
any research is performed by the ANU or Anutech which is fully funded by
Pharmaxis before the Research Funding Agreement is entered into, in relation to
any intellectual Property which is created in the performance of that research,
the ANU and Anutech:


 


i)                                         assign to Pharmaxis all such Intellectual
Property;


 


ii)                                      shall make available to Pharmaxis upon
request and allow Pharmaxis to use for commercial purposes all such
Intellectual Property which is confidential information and know how and each
party shall thereafter treat that information and know how as Confidential
information of the other party for the purposes of this Agreement,”.


 


2.9                                 In Clause 18.1b, by deleting the text and
replacing the text with: “Pharmaxis shall reimburse Anutech for one third of
any costs incurred in filing, maintaining and renewing the Licensed Patents and
patent applications incurred before 31 December 2003”.


 


2.10                           Insert new Clause 18.1c as follows:
“Pharmaxis shall reimburse Anutech for all costs incurred in filing,
maintaining and renewing the Licensed Patents and patent applications incurred
after 31 December 2003”.


 


2.11                           Former Clause 18.1c in the agreement is
renamed Clause 18.1d.


 


2.12                           In Clause 23.4, by adding the following
details for Pharmaxis:


 


The
Company Secretary


Pharmaxis
Ltd


2/10
Rodborough Road


Frenchs
Forest, NSW 2086


AUSTRALIA


 





















 


Facsimile
No: 02 9451 3622


 


3.                                      Effective Date of the Amendments


 


3.1                                 The amendments made by this deed shall be
taken to have been made at the time the EL Agreement was entered into and the
rights and obligations of the parties shall be altered and construed
accordingly.


 


Executed
by the parties as a deed:


 


	
  Executed
  in accordance with

  	
  )

  	
   

  	
   

  
	
  section
  127 of the Corporations

  	
  )

  	
  [SEAL]

  	
   

  
	
  Act
  2001 by ANU Enterprise Pty Ltd:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ L. E. Cram

  	
   

  	
   

  	
  /s/ James Fulton Muir

  	
   

  
	
  Signature
  of Director /

  	
   

  	
  Signature
  of Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  L. E. CRAM

  	
   

  	
   

  	
  JAMES FULTON MUIR

  	
   

  
	
  Name

  	
   

  	
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executed
  in accordance with

  	
  )

  	
   

  	
   

  
	
  section
  127 of the Corporations

  	
  )

  	
   

  	
   

  
	
  Act
  2001 by Pharmaxis Ltd:

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David McGarvey

  	
   

  	
   

  	
  /s/ Alan D Robertson

  	
   

  
	
  Signature
  of Director / Secretary

  	
   

  	
  Signature
  of Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DAVID McGARVEY

  	
   

  	
   

  	
  A.D. ROBERTSON

  	
   

  
	
  Name

  	
   

  	
  Name