**Exhibit 10.21****August 8, 2007**Peplin Limited[SUBSCRIBER]Subscription Agreement
 

 
Contents     **1**   **Definitions and Interpretation**  **1**      1.1 Definitions  1 1.2 Construction  3 1.3 Headings  4      **2**   **Subscription**  **5**      2.1 Obligation to subscribe  5 2.2 Terms of issue  5      **3**   **Completion**  **5**      3.1 Place and time  5 3.2 Obligations of Subscriber  5 3.3 Obligations of Company  5 3.4 Interdependence of obligations  5      **4**   **Period after Completion**  **6**      **5**   **Confidentiality**  **6**      5.1 Basis for providing Confidential Information  6 5.2 Maintenance of confidentiality and use of Confidential Information  6 5.3 Information that is not Confidential Information  6 5.4 Permitted disclosures  7 5.5 Public Disclosures  7      **6**   **Standstill**  **7**      6.1 Sale and purchase of Shares  7 6.2 Exceptions  7 6.3 Disposal of Securities  7      **7**   **Insider Trading**  **7**      **8**   **Warranties**  **8**      8.1 Mutual warranties  8 8.2 Additional warranties by the Subscriber  8 8.3 Subscriber Covenants  9 8.4 Additional warranty by the Company  9      **9**   **Consent to be Named**  **10**      **10**   **Notices**  **10**      10.1 General  10 10.2 How to give a communication  10 10.3 Communications by post  10 10.4 Communications by fax  10 10.5 After hours communications  10 10.6 Process service  10      **11**   **GST**  **11**      11.1 Interpretation  11 
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     11.2 GST gross up  11 11.3 Reimbursements  11 11.4 Tax invoice  11 11.5 Adjustment events  11      **12**   **General**  **11**      12.1 Duty  11 12.2 Legal costs and other expenses  11 12.3 Amendment  11 12.4 Waiver and exercise of rights  12 12.5 Rights cumulative  12 12.6 Further steps  12 12.7 Governing law and jurisdiction  12 12.8 Assignment  12 12.9 Counterparts  12 12.10 Entire understanding  12      **Schedule 1 -**  **14** 
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  **Date**   Parties   **Peplin Limited**ACN 090 819 275 of Level 2, Brisbane Portal, 1 Breakfast CreekRoad, Newstead, Queensland (**Company**)   **[SUBSCRIBER] [ADDRESS]**(**Subscriber**)   **Background**A The Company is seeking to raise an aggregate amount ofapproximately A$20 million by way of a placement to institutionalinvestors. B The Subscriber wishes to subscribe for the Subscription Sharesand the Company agrees to issue and allot the Subscription Sharesto the Subscriber on the terms set out in this document. C The Company and the Subscriber have agreed to exchangeConfidential Information for the purposes of the Placement on theterms set out in this document.   **Agreed terms** **1** **Definitions andInterpretation** **1.1** **Definitions**   The following definitions apply (including in the Recitals) unless the contextrequires otherwise.   **Adviser**means, in relation to a party, its legal, financial or other expert advisers oragents.   **ASIC**means the Australian Securities and Investments Commission.   **Associate**has the meaning given in sections 10 to 17 of the Corporations Act.   **ASX**means ASX Limited ACN 008 624 691.   **ASX Listing Rules**means the official rules of ASX as amended from time to time.   **ASTC Settlement Rules**means the settlement rules of the ASX Settlement and TransferCorporation Pty Ltd.
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  **Business Day**means a day which is not a Saturday, Sunday or bank or public holiday inSydney, New South Wales.   **Completion**means the issue and allotment of the Subscription Shares in accordance with**clause 3**.   **Completion Date**means the date on which Completion takes place, being within 5 BusinessDays of the earlier of: (a) the dispatch of the Information Memorandum to shareholders andoptionholders of the Company; or  (b) the termination of the Restructure Implementation Agreement.  **Confidential Information**means: (a) all information, whether written, oral, electronic or in any other formprovided (before or after the date of this document) by any party or itsRepresentatives relating to that party’s operations, affairs and/or businessincluding without limitation know how, trade secrets, intellectual property rights,business, corporate or trade information;  (b) all analyses, compilations, forecasts, studies or other documentsprepared by any party which contain or reflect any such information;  (c) the existence and content of this document; and  (d) the existence of the Placement and other potential transactions relatingto the operations, affairs and business of a party to this document or aRepresentative of a party to this document.  **Constitution**means the constitution of the Company.   **Corporations Act**means the Australian *Corporations Act 2001*(Cth).   **Encumbrance**means any mortgage, charge (whether fixed or floating), pledge,hypothecation, option, conditional sale agreement, trust arrangement, restriction as totransfer, or other form of security or equity interest.   **Immediately Available Funds**means cash or bank cheque or any other form of payment thatthe parties agree in writing.   **Information Memorandum**means the explanatory statement to be dispatched to shareholdersand optionholders of the Company detailing the proposed schemes of arrangement andcapital raising as contemplated by the Restructure Implementation Agreement.   **Material Non Public Information**means any information which is not widely known byparticipants in a relevant market and which could reasonably be expected to have amaterial effect on the price or value of securities that trade in that market.   **Officer**means, in relation to an entity, its directors, officers and employees.   **Placement**means the subscription for the Subscription Shares by the Subscriber, and theissue of the Subscription Shares to the Subscriber by the Company.
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  **Representative**in relation to a party means: (a) each of the party’s related bodies corporate; and  (b) the party’s or any of its related bodies corporate’: (i) Officers; and  (ii) Advisers.  **Restructure Implementation Agreement**means the agreement entitled “RestructureImplementation Agreement” dated on or about the date of this document between the Companyand Peplin, Inc.   **Securities**means: (a) any Shares; or  (b) any securities which: (i) are convertible into; or  (ii) give any right to receive; or  (iii) relate to,   Shares in the capital of the Company; or (c) any legal, equitable or economic interest in those Shares or securities.  **Securities Act**means the United States Securities Act of 1933, as amended.   **Securities Laws**means any law or rule which applies to a party or any of itsRepresentatives which prohibits any person who has Material Non Public Information aboutan entity, obtained directly or indirectly from that entity, from purchasing or sellingsecurities of that entity or from communicating that information to any other person(including the Corporations Act and the ASX Listing Rules).   **Share**means a fully paid ordinary share in the capital of the Company.   **Standstill Period**means the period commencing on the date of this document and endingupon the earlier of the dispatch of the Information Memorandum to shareholders andoptionholders of the Company or the termination of the Restructure ImplementationAgreement.   **Subscription Price**means the amount set out in Part 2 of **Schedule 1.**   **Subscription Shares**means the Shares set out in Part 1 of **Schedule 1**. **1.2** **Construction**   Unless expressed to the contrary, in this document: (a) words in the singular include the plural and vice versa;  (b) any gender includes the other genders;  (c) if a word or phrase is defined its other grammatical forms havecorresponding meanings;  (d) “includes” means includes without limitation;
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 (e) no rule of construction will apply to a clause to the disadvantage of aparty merely because that party put forward the clause or would otherwise benefitfrom it;  (f) a reference to: (i) a person includes a partnership, joint venture,unincorporated association, corporation and a government or statutory body orauthority;  (ii) a person includes the person’s legal personalrepresentatives, successors, permitted assigns and persons substituted bypermitted novation;  (iii) any legislation includes subordinate legislation under itand includes that legislation and subordinate legislation as modified orreplaced;  (iv) an obligation includes a warranty or representation and areference to a failure to comply with an obligation includes a breach ofwarranty or representation;  (v) a right includes a benefit, remedy, discretion or power;  (vi) time is to local time in Brisbane;  (vii) “$” or “dollars” is a reference to Australian currency;  (viii) this or any other document includes the document as novated, varied orreplaced by agreement between the parties and despite any change in theidentity of the parties;  (ix) writing includes any mode of representing or reproducingwords in tangible and permanently visible form, and includes faxtransmissions;  (x) this document includes all schedules and annexures to it;and  (xi) a clause, schedule or annexure is a reference to a clause,schedule or annexure, as the case may be, of this document; (g) if the date on or by which any act must be done under this document isnot a Business Day, the act must be done on or by the next Business Day;  (h) where time is to be calculated by reference to a day or event, that dayor the day of that event is excluded; and  (i) a reference to any statement, including a warranty made by a party on thebasis of its knowledge, belief or awareness, is made on the basis of the actualknowledge, belief or awareness of the officers of the party (and no other persons)as at the date of this document.**1.3** **Headings**   Headings do not affect the interpretation of this document.
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2 Subscription **2.1** **Obligation to subscribe**   Subject to the provisions of this document: (a) the Subscriber subscribes for the Subscription Shares at the SubscriptionPrice; and  (b) the Company will allot and issue the Subscription Shares to theSubscriber on the Completion Date.**2.2** **Terms of issue**   On issue of the Subscription Shares, the Subscriber will be bound by theprovisions of the Constitution. 3 Completion **3.1** **Place and time**   Completion of the issue and allotment of the Subscription Shares to the Subscriberby the Company will take place on the Completion Date at the offices of the Company, orat any other time, date and place agreed in writing between the parties. **3.2** **Obligations of Subscriber**   On the Completion Date, the Subscriber will pay to the Company the totalSubscription Price for the Subscription Shares in Immediately Available Funds. **3.3** **Obligations of Company**   On the Completion Date, the Company will: (a) allot the Subscription Shares to the Subscriber;  (b) enter the Subscriber in the share register of the Company;  (c) deliver a holding statement for the Subscription Shares to the Subscriberissued in accordance with the ASTC Settlement Rules;  (d) apply for official quotation of the Subscription Shares by lodging inaccordance with the ASX Listing Rules a completed appendix 3B in relation to theSubscription Shares; and  (e) provide ASX with a notice that complies with sections 708A(5)(e) and708A(6) of the Corporations Act in relation to the Subscription Shares.**3.4** **Interdependence of obligations**   The obligations of the parties under this **clause 4**are interdependent. All actson the Completion Date must be treated as done simultaneously and no payment, delivery orother act may be treated as made or done until all such deliveries, payments or acts aremade or done.
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4 Period after Completion   The Company undertakes to use its best endeavours to obtain official quotation ofthe Subscription Shares on ASX. 5 Confidentiality **5.1** **Basis for providing Confidential Information**   Each party will disclose Confidential Information to the other party to permit thenegotiation and completion of the Placement on the terms of this document. **5.2** **Maintenance of confidentiality and use of Confidential Information**   Each party agrees that: (a) it will not disclose the other party’s Confidential Information to anyperson or make use of or take advantage of the other party’s ConfidentialInformation for any purpose other than as expressly permitted by this document;  (b) it will take all steps necessary to ensure that the other party’sConfidential Information is kept confidential;  (c) it will not copy the other party’s Confidential Information or permit thecopying of the other party’s Confidential Information in any form other than aspermitted by the other party;  (d) upon request, it will return a party’s Confidential Information to thatparty, together with any copies of that party’s Confidential Information; and  (e) it will not make use of the other party’s Confidential Information in anymanner so as to obtain any benefit, right or privilege for itself or for any otherperson that would not have been available but for it having access to theConfidential Information except as permitted by this document.**5.3** **Information that is not Confidential Information**   **Clause 5.1**will not apply to any information which: (a) at the time of disclosure is in the public domain or thereafter becomespart of the public domain through no fault of the party receiving such information;  (b) the party receiving such information can establish that it was in itspossession prior to the time of disclosure;  (c) is independently made available to the party receiving such informationby a third party who is not thereby in violation of a confidential relationship withthe other party; and  (d) the party receiving such information can conclusively establish that itwas independently developed by the party receiving such information without use ofthe Confidential Information of the other party.
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**5.4** **Permitted disclosures**   A party may disclose any Confidential Information where disclosure is required bylaw or by any notice, order or regulation of any regulatory authority (including the ASXListing Rules) which is binding upon a party. **5.5** **Public Disclosures**   Subject to **clause 5.4**the Subscriber will not, and will not permit any personunder its control or influence (including any Representative) to, make a publicstatement, press release or other communication announcing the Placement before theCompany has announced the Placement. **6** **Standstill** **6.1** **Sale and purchase of Shares**   Subject to **clause 6.2**, the Subscriber agrees that during the Standstill Periodneither it, nor, so far as it is able (using its best endeavours) to procure, any of itsAssociates or Representatives, will: (a) directly or indirectly make or cause to be made any offer for, invitationto dispose of, or solicitation for Securities (or announcement of such an offer oran intention to make such an offer); or  (b) purchase or otherwise acquire Securities; or  (c) co-operate or assist or enter into any agreement or arrangement of anykind with any person relating to (or in any way connected with) anything inparagraphs (a) or (b) above.**6.2** **Exceptions**   **Clause 6.1**does not apply to the acquisition of Securities pursuant to thePlacement. **6.3** **Disposal of Securities**   If the Subscriber or any of its Associates or Representatives acquires ownershipof any interest in, or rights over, any Securities in contravention of the provisions ofthis document it must promptly dispose, or procure the disposal, of such Securities anduntil such disposal the Subscriber will not, and will procure that no other person shall,exercise any voting rights attached to such Securities. **7** **Insider Trading** (a) The Subscriber acknowledges that as a result of its receipt of theConfidential Information it may be (or be taken to be) in possession of Material NonPublic Information in relation to the Securities.  (b) The Subscriber acknowledges that it is aware of and agrees to comply with(and that it will ensure that its Representatives who receive access to any part ofthe Confidential Information will have been advised of and will comply with)Securities Laws in respect of the Securities.
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