Exhibit 10.5


 


IMMURON
LIMITED.


 


CONSULTANCY
AGREEMENT


 


THIS
AGREEMENT IS MADE ON 01 April 2015


 


PARTIES


 


DAN
PERES


Address: 9 Luriya St., Tel-Aviv 6314209 Israel (Consultant)


 


IMMURON
LIMITED ABN 80 063 114 045 of Level 1, 18 Kavanagh Street, Southbank 3006 Victoria, Australia (Client)


 


AGREEMENTS


 


The Client engages the Consultant to provide the Services, and
the Consultant accepts the engagement.


 


The terms of the engagement are set out in Annexures 1 and 2.


 


	SIGNED
    AS AN AGREEMENT	 	 
	 	 	 
	Signed by Dr DAN
    PERES	 	Signed by IMMURON
    LIMITED
	 	 	 
	/s/
    Dan Peres	 	/s/ Roger Aston
	Signature of authorised
    person	 	Signature of authorised
    person
	 	 	 
	The Consultant	 	 	Chairman
	Office held	 	Office held (if applicable)
	 	 	 
	DAN
    PERES	 	ROGER ASTON
	Name of authorised
    person (print)	 	Name of authorised
    person (print)


 




    
	 	 	 
	 	 	 





     


    

  


IMMURON
LIMITED.


 


ANNEXURE 1


 


		1.	Services



 


“Services” means:


 


		(a)	oversight the clinical trial, IMM-124E-2001, for the treatment
of NASH (Non-alcoholic Steatohepatitis) as directed by the Client, which includes;



 


		(i)	assist the Client in complying with their responsibilities
as sponsor of the trial, as defined in the requirements of Good Clinical Practice, as specified and/or adopted by the TGA and
the FDA from time to time;



 


		(ii)	identifying, engaging and managing third party sub-contractors
on behalf of the Client and at expense of the Client, including sites, laboratory and other testing service providers, monitoring
and data management and statistical services; and



 


		(iii)	project management of all the functions needed to support
the clinical trial, including regulatory activities, formulation of product for development and manufacture and research for characterisation
of IMM-124E,



 


		(iv)	Personally visit and contact all PI”s in the trial
on a regular basis to ensure consistent trial enrolment



 


		(v)	To ensure the trial is completed within the timeframe mutually
agreed upon by the parties and with an aim of saving of approximately $200,000 AUD or more on the existing cost base, when calculated
for the expanded activity.



 


		(vi)	To provide a fortnightly summary in the form of Attachment
A to the Board of Directors on the performance of the Trial, together with activities associated with the trial.



 


		(vii)	To provide a monthly budget against expenditure document
to the Board of Directors.



 


		(viii)	All communication and reports will be to the Board of Directors
of the Client and all communication as well as instructions by the Board of Directors of the Company will be made by Mr. Peter
Anasatasiou.



 


		(b)	The Consultant will be actively involved in all other Client
activities related to all pipeline products in the USA and elsewhere, including but not limited to: other clinical studies (e.g.
diabetes), business development activities, meeting with stake holders promoting such products within the market etc.



 


		(c)	Provide advice to the Client as agreed from time to time
on topics not included in the preliminary scope of services.



 


The parties will mutually agree the manner of delivery of the
Services as required from time to time. The Services are provided as directed by the Client. It is agreed that the Consultant will
visit USA study sites on a regular basis as per his discretion and the availability of site staff. In case more than 6 trips will
be required in a 12 months period, the consultant will request the approval of the Client for such visits. It is agreed that seating
will be in Business Class in respect to all flights exceeding 5 hours.


 


The Client will undertake all responsibilities as sponsor for
clinical trials and, as such, will enter into contracts with third parties for the delivery of the relevant Services and the Consultant
will be listed as agent of the client in such contracts.


 




    
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IMMURON
LIMITED.


 


The
Consultant will be appointed as Senior VP of Innovation of the Client and in the event that the trial is completed within the
timeframe mutually agreed upon by the parties and with saving of $200,000 AUD or
more on re-calculated cost base for the expanded activity, and the consultant demonstrates a high level abilities in marketing,
promotion and management of the Companies other products, then the Consultant shall be considered for the role CEO of the Company.


 


The Consultant shall be appointed as the CEO of NatShield on
behalf of the Client, if acquired or invested by the Client


 


		2.	Nominated Persons



 


The Consultant will introduce to the Client appropriately qualified
personnel for the assistance in the delivery of the Services at a cost to the Client. It is hereby clarified that the Consultant
will be requiring two persons in Israel, which will be contracted directly by the Client and payment will be executed directly
by the Client or by a third party contracted for this purpose.


 


The Client acknowledges that a monthly sum of approximately
US$ 9,500_shall be required for such personnel of the Client in Israel. Office rent and utilities shall be determined jointly and
approved by the Client.


 


		3.	Term



 


1 April 2015 to 30 April 2017


 


		4.	Fees
                                         and Options



 


		(a)	Fees (GST exclusive) $16,667 USD per month for a 9 hour
5 day per working week in respect to the Consultant Services only. The Fees and reimbursement of any expenses of the Consultant
shall be transferred to the consultant bank account on the 1st day of each month.



 


		(b)	In addition to the above Fees, the Consultant shall be
entitled to receive 1,000,000 options to purchase shares of the Client, exercisable at any time up until they expire on the 1st
April 2017 from the effective time of this agreement at a 0.5 AUD.



 


		5.	Termination



 


This agreement can be terminated in writing by either party
at any time with three months' notice.


 


ANNEXURE
2


 


TERMS


 


		1.	Definitions and interpretation



 


		1.1	Definitions



 


		1.1.1	Where commencing with a capital letter:



 


Background
Material means all material provided by the Client to the Consultant for the purpose of this agreement;


 


Contract
Material means all material brought into existence for the purpose of providing the Services;


 


Intellectual
Property means all patents, trade marks and designs (whether registered or not), copyright, know-how and trade secrets
subsisting in the Contract Material or arising out of the provision of the Services;


 


Nominated
Persons means the persons named in Annexure 1 and such other persons approved in writing by the Client to perform the
work in respect of the Services on behalf of the Consultant;


 


Services
means the services to be provided by the Consultant specified in Annexure 1; and


 


Term
means the term specified in Annexure 1.


 




    
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IMMURON
LIMITED.


 


		1.1.2	Capitalised words which are not defined have the meaning
given to them in Annexure 1.



 


		1.1.3	Where a word or phrase is given a defined meaning another
part of speech or other grammatical form in respect of that word or phrase has a corresponding meaning.



 


		1.2	Presumptions of interpretation



 


Unless the
context otherwise requires a word which denotes:


 


		(a)	the singular denotes the plural and vice versa; and



 


		(b)	a person includes an individual, a body corporate and a
government.



 


		1.2	Successors and assigns



 


A person includes
the trustee, executor, administrator, successor in title and assign of that person. This clause must not be construed as permitting
a party to assign any right under this agreement.


 


		2.	Appointment of the Consultant



 


		2.1	Appointment



 


The
Client appoints the Consultant to provide the Services for the Term in accordance with the timetable agreed by the parties and
on the terms set out in this agreement, and the Consultant accepts the appointment.


 


		2.2	Nominated Persons



 


The Consultant:


 


		(a)	must, subject to the terms of this agreement, cause only
the Nominated Persons to perform the work in respect of the Services on behalf of the Consultant;



 


		(b)	undertakes that the Nominated Persons will perform this
work to the best of their skill and ability; and



 


		3.	Obligations of the Consultant



 


		3.1	Liaison



 


The Consultant
must:


 


		(a)	liaise with the Client in providing the Services; and



 


		(b)	if requested by the Client, provide reasonable
details of the Consultant’s proposed course of action and strategies,



 


for the purpose of enabling the Client to review
the performance of the Consultant’s obligations under this agreement.


 


		3.2	Comply with all laws



 


The
Consultant must comply with all relevant laws when performing the Consultant’s obligations under this agreement.


 


		3.3	Insurance



 


		3.3.1	Client must hold professionalindemnity insurance
to insure Consultant and nominated persons.



 


		4.	Fees and expenses



 


		4.1	Fees



 


The Client
must pay the Consultant for providing the Services the fees specified in Annexure 1.


 


		4.2	Expenses



 


The Client
must reimburse the Consultant for all reasonable expenses incurred by the Consultant in providing the Services, provided that the
Consultant gives the Client:


 


		(a)	details of the expenses incurred, together with evidence
acceptable to the Client of the incurring of those expenses; and



 


		(b)	all assistance reasonably required by the Client to verify
the expenses incurred.



 


		(c)	Expenses include all the items listed as follow:



 


		(i)	Nominated Persons as agreed



 


		(ii)	Office including 12 months commitment of approximately
15000 USD annually + utilities



 


		(iii)	Office equipment: laptop per employee (as required), printer
etc.



 


		(iv)	All travel expenses including flights, hotel, meals, hosting,
etc.



 


		(v)	iPhone purchase, cell phone bill including overseas calls.



 


		(vi)	1 hour a week for accounting services.



 


		4.3	Payment



 


The Client
must, subject to this clause 4, pay the fees and expenses referred to in clause 4.1 as well as the fees to the nominated persons
and office rent on the 1st of each month to the Consultant's bank account.


 


Payments in
respect to expenses which are not constant shall be paid in the following manner:


 


		(a)	the Consultant must after the end of each month provide
to the Client an invoice setting out details of:



 


		(i)	the Services provided, time worked and fees payable; and



 


		(ii)	the
expenses incurred, in that month; and



 


		(b)	the Client must pay the invoice within 14 days after receipt
of it.



 


		4.4	GST



 


Unless
otherwise indicated, amounts stated in this agreement do not include GST. In relation to any GST payable for a taxable supply
by a party under this agreement, the recipient of the supply must pay the GST subject to the supplier providing a tax invoice.
Terms used in this clause 4.4 which are defined in the GST Act have the same meaning as in the GST Act.


 






    
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IMMURON
LIMITED.


 




		5.	Confidentiality



 


		5.1	Agreement terms



 


Neither party
may, during or after the Term, except in the proper course of performance of this agreement, disclose to any person without the
other party’s prior written consent the terms of this agreement.


 


		5.2	Material



 


The Consultant
must not, during or after the Term:


 


		(a)	except in the proper course of performance of this agreement,
disclose to any person without the Client’s prior written consent any Background Material or Contract Material; or



 


		(b)	use or attempt to use any Background Material or Contract
Material in any manner which may cause injury or loss to the Client or in any manner other than that contemplated by this agreement.



 


		5.3	Exclusions



 


The obligations
under clauses 5.1 and 5.2 do not apply to information which:


 


		(a)	is lawfully in the public domain;or



 


		(b)	is required to be disclosed by law;or



 


		(c)	is independently developed by Consultant without reference
to Client confidential information.



 


		6.	Intellectual property



 


		6.1	Assignment



 


The Consultant
assigns all Intellectual Property to the Client as and when it is created.


 


		6.2	Licence to the Consultant



 


The Client
grants the Consultant a royalty free licence to use the Intellectual Property and the intellectual property rights in the Background
Material for the purpose of enabling the Consultant to provide the Services.


 


		7.	Warranty



 


The Consultant
warrants that to the best of its knowledge the provision of the Services will not infringe any other person’s intellectual
property rights and that the Client will be entitled to use the Contract Material without the consent of any other person.


 


		8.	Material



 


		8.1	Background Material



 


The Background
Material remains the property of the Client and, on termination of this agreement, the Consultant must immediately return the Background
Material and all copies of it to the Client.


 


		8.2	Contract Material



 


On
termination of this agreement, the Consultant must immediately deliver the Contract Material and all copies of it to the Client.


 


		9.	Relationship of the parties



 


		9.1	No partnership



 


Nothing contained
in this agreement creates an agency, partnership, joint venture or employment relationship between the Client and the Consultant
or any of their respective employees, agents or contractors.


 


		9.2	No holding out



 


Neither party
may hold itself out as being entitled to contract or accept payment in the name of or on account of the other party.


 


		10.	Limitation of liability



 


		10.1	Exclusion



 


The Consultant’s
only liability is as expressly stated in this agreement and, to the extent permitted by law, all other liability is excluded.


 


		10.2	Limitation



 


		10.2.1	Company shallinsure Consultant against liability on
standard insurance policy for office holders. In
no event will the Contractor be liable to the Client (whether in contract, tort or otherwise) for any consequential, special, incidental
or indirect loss or damage including loss of profit (whether consequential, special, incidental or indirect) which may arise under
or in connection with this agreement.



  


		11.	Termination



 


		11.1	By Client



 


The
Client may terminate this Agreement by providing ninety (90) days written notice to the Consultant subject to the payment of fees
attributable to the provision of the Services and costs and expenses reasonably incurred as at the date of termination.


 


		11.2	Default



 


If
a party (Defaulting Party):


 


		(a)	goes into liquidation, has a receiver or receiver and manager
appointed to it or any part of its assets, enters into a scheme of arrangement with creditors or suffers any other form of external
administration;



 


		(b)	fails, within 7 days after receipt of notice,
to remedy any breach of its obligations under this agreement which is capable of remedy;



 


		(c)	breaches any of its obligations under this agreement which
is not capable of remedy; or



 


		(d)	persistently breaches its obligations under this agreement,



 






    
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IMMURON
LIMITED.


 


the
other party may, by notice to the Defaulting Party, terminate this agreement and recover from the Defaulting Party all damages,
losses, costs and expenses suffered by the other party.


 


		12.	Dispute resolution



 


		12.1	Dealing with disputes



 


		12.1.1	The parties must, without delay and in good faith, attempt
to resolve any dispute which arises out of or in connection with this agreement prior to commencing any proceedings.



 


		12.1.2	If a party requires resolution of a disputeit must do
so in accordance with the provisions of this clause 12 and the parties acknowledge that compliance with these provisions is a condition
precedent to any entitlement to claim relief or remedy whether by way of proceedings in a court of law or otherwise in respect
of such disputes.



  


		12.2	Resolution by management



 


		12.2.1	If a party requires resolution of a dispute it must immediately
submit full details of the dispute to the Chairman of the Board of Directors of the Client or the Consultant.



 


		12.2.2	If the dispute is not resolved within 1 month of submission
of the dispute to them, or such other time as they agree, the provisions of clause 12.3 will apply.



 


		12.3	Conciliation



 


		12.3.1	Disputes must be submitted to conciliation in accordance
with and subject to The Institute of Arbitrators and Mediators Australia Mediation and Conciliation Rules.



 


		12.3.2	A party may not commence proceedings in respect of the
dispute unless the dispute is not settled by conciliation within 1 month of submission to conciliation, or such other time as
the parties agree.



 


		12.3.3	Expenses for consolidation will be born on the client



 


		13.	Miscellaneous



 


		13.1	Notices



 


		13.1.1	A notice under this agreement must be in writing and may
be given to the addressee by:



 


		(a)	delivering it to the address of the addressee;



 


		(b)	sending it by pre-paid registered post to the address of
the addressee; or



 


		(c)	sending it by fax to the fax number of the addressee,



 


and the notice
will be deemed to have been received by the addressee on receipt.


 


		13.1.2	A fax is deemed to have been received on production of
a transmission report by the machine from which the fax was sent which indicates
that the fax was sent in its entirety to the fax number of the addressee.



  


		13.2	Amendment



 


This agreement
may only be varied by the written agreement of the parties.


 


		13.3	Assignment



 


Neither party
may assign a right under this agreement without the prior written consent of the other party.


 


		13.4	Entire agreement



 


		13.4.1	This agreement embodies the entire understanding and agreement
between the parties as to its subject matter.



 


		13.4.2	All previous negotiations, understandings, representations,
warranties, memoranda or commitments in relation to, or in any way affecting, the subject matter of this agreement are merged
in and superseded by this agreement.



 


		13.5	Consent



 


Where the consent
or approval of a party is required under this agreement, the party must not unreasonably withhold consent or approval.


 


		13.6	Waiver



 


A
waiver under this agreement is not binding on a party unless it is in writing and signed by the party. A waiver is not a waiver
of any other right.


 


		13.7	Further assurance



 


Each party
must promptly sign all documents and do all things that the other party from time to time reasonably requests to effect, perfect
or complete this agreement and all transactions incidental to it.


 


		13.8	Severance



 


Each
of the agreements of the parties under this agreement is severable from the others and the severance of one agreement does not
affect the other agreements.


 


		13.9	Legal costs



 


The
parties must each pay their own legal and other expenses relating directly or indirectly to the negotiation, preparation and signing
of this agreement and all documents incidental to it.


 


		13.10	Governing law andjurisdiction



 


		13.10.1	This agreement isgoverned by and must be construed in
accordance with the laws of Victoria, Australia.



  


		13.10.2	Each party:



 


		(a)	irrevocably and unconditionally submits to the non-exclusive
jurisdiction of the courts of Victoria, Australia and all courts which have jurisdiction to hear appeals from those courts; and



 


		(b)	waives any right to object to proceedings being brought
in those courts for any reason.



 






    
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IMMURON LIMITED.


 


Annexure 3: Bi-Weekly Reports


 






    
	 	CONFIDENTIAL	 
	Annexure 2	Page vii	23-Mar-15