Exhibit 3.2(y)




"CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT
IDENTIFIED BY *** HAVE BEEN OMITTED AND HAVE BEEN SEPARATELY FILED WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS."


HHT DEVELOPMENT AND COMMERCIALISATION AGREEMENT
Made on  June 27, 2005


--------------------------------------------------------------------------------



BETWEEN              CHEMGENEX PHARMACEUTICALS LIMITED ACN 000 248 304


                                                                  (`CHEMGENEX')

AND                  STRAGEN INVESTMENT B.V. , ZEEMANSTRAT 13, 3016CN ROOTERDAM


                                                                    (`STRAGEN')

AND                  STRAGEN PHARMA S.A.

                                                             (`STRAGEN PHARMA')

BACKGROUND

A.   ChemGenex has expertise in clinically developing and commercialising
     pharmaceutical products.

B.   Stragen has expertise in manufacturing, supplying, registering and
     distributing pharmaceutical products in Europe.

C.   Stragen and ChemGenex have both conducted clinical trials of products
     including the compound known as homoharringtonine for the treatment of
     human haematological malignancies.

D.   Stragen and ChemGenex wish to collaborate to continue the clinical
     development of homoharringtonine for the treatment of cancer worldwide.

OPERATIVE PROVISIONS

1.       DEFINITIONS

         In this Agreement, except to the extent the context otherwise requires:

         `AFFILIATE' means, in the case of either party, a corporation or other
         entity which, directly or indirectly, controls, is controlled by or is
         under common control with, that party. A corporation or other entity
         shall be regarded as in control of another corporation or entity if it
         owns or directly or indirectly controls 50% (fifty percent) or more of
         the voting stock or other ownership interest of the other corporation
         or entity, or if it possesses, directly or indirectly, the power to
         direct or cause the direction of the management and policies of the
         corporation or other entity;

         `AGREEMENT' means this Development and Commercialisation Agreement;

         `APPROVAL DATE' means the first date upon which any of the Licensed
         Products are approved for sale, in any jurisdiction in the JV
         Territory, for any specific indication in the Field, to independent
         third parties;

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         `BULK HHT' means bulk formulation HHT conforming to the specifications
         in Annexure C;

         `CHEMGENEX' means ChemGenex Pharmaceuticals Limited ACN 000 248 304, a
         listed public company incorporated under Australian law, and includes
         its Affiliates;

         `CHEMGENEX REVENUE' has the meaning given to that term in clause
         3.1(b);

         `CLAIMS' has the meaning given to that term in clause 12.1;

         `CONFIDENTIAL INFORMATION' includes the mutual non-disclosure agreement
         date March 22, 2005 and signed between Chemgenex Pharmaceutical, Inc
         and Stragen Pharma SA , it means information relating to the business,
         products or services of a party to this Agreement which is either
         non-public, confidential or proprietary in nature; provided, however,
         that Confidential Information will not include:

         (a)      information which is generally known in the pharmaceutical
                  industry or by the public at large at the time of disclosure,
                  and has come within the public domain through no fault or
                  action of the other party;

         (b)      information that was known to the other party on prior to its
                  disclosure hereunder or in connection with the negotiation of
                  this Agreement; or

         (c)      information which becomes rightfully available to the other
                  party on a non-confidential basis from any third party, the
                  disclosure of which to such other party does not violate any
                  contractual or legal obligation the third party has to the
                  first party with respect to such Confidential Information.

         Without limiting the generality of the foregoing, Confidential
         Information will also include information which relates to HHT Products
         and their manufacture, sale or use, including financial statements,
         costs and expense data, marketing and consumer data, production data,
         know-how, trade secrets, secret processes and formulae, technical data
         and reports including pharmacological, clinical, chemical, biochemical,
         toxicological, pharmacokinetic, manufacturing and formulation data, or
         any other information relating to the HHT Products which is not
         generally ascertainable from public or published information,
         regardless of whether such information was provided pursuant to the
         terms of this Agreement, by request of the other party or in any other
         manner;

         `CONTACT OFFICER' in respect of each party means the person nominated
         as such in the Schedule or such substitute or replacement officer as
         may be notified in writing from time to time;

         `CONTROL' means the ability, whether by ownership or license, to grant
         a license or sublicense as provided for herein without violating the
         terms of any agreement or other right of any Third party;

         `CRO' means clinical research organisation;

         `DRUG APPROVAL APPLICATION' means an application for Regulatory
         Approval required before commercial sale or use of a product as a drug
         in a regulatory jurisdiction;

         `EMEA' means the European Agency for Evaluation of Medicinal Products;

         `FDA' means the US Food and Drug Administration or any successor entity
         thereto;

         `FIELD' means the treatment of cancer in humans;

         `FIRST COMMERCIAL SALE' means, with respect to a Licensed Product, the
         first bona fide sale to an end-user customer in a country in the
         Territory after Regulatory Approval has been granted by the appropriate
         governing health authorities in such country;

         `HHT' means homoharringtonine and derivatives, analogs and homologs
         thereof;

         `HHT PRODUCTS' means any pharmaceutical product containing HHT as a
         therapeutically active ingredient, including, without limitation,
         finished and packaged dosage units of products, oral and patch dosage
         forms of products and formulated HHT Products in bulk;

         `IND' means an Investigational New Drug application, or an
         Investigational Device Exemption (IDE), as defined in the US Food, Drug
         and Cosmetic Act, as it may be amended from time to time, and the
         regulations promulgated thereunder, or as the context requires, any
         corresponding application in a country other than the USA;

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<PAGE>

         `INTELLECTUAL PROPERTY RIGHTS' means:

         (a)      copyright, inventions, formula, patents, know-how,
                  confidential information, data, and rights in trade marks and
                  designs (whether registered or unregistered);

         (b)      applications for registration, and the right to apply for
                  registration, for any of the same; and

         (c)      all other intellectual property rights and equivalent or
                  similar forms of protection existing anywhere in the world;

         `JOINT STEERING COMMITTEE' means the committee established pursuant to
         clause 7.1;

         `JOINT VENTURE AGREEMENT' means the joint venture agreement referred to
         in clause 6.1;

         `JOINT VENTURE ENTITY' means the entity referred to in clause 6.1(c);

         `JV TERRITORY' means all of the member states comprising the European
         Union as at the date of this Agreement and Norway, Switzerland,
         Romania, Bulgaria, Croatia, Serbia, Russia and Turkey;

         `LICENSED PRODUCT' means intravenous and subcutaneous dosage
         formulations of semi-synthetic HHT, being the compound having the
         chemical name CEPHALOTAXINE, 4'METHYL
         (2'R)-HYDROXYL-2'-(4"-HYDROXYL-4"-METHYLPENTYL) BUTANEDIOATE (ESTER),
         [3R] and the empirical formula C29-H39-N-09 homoharringtonine, current
         specifications for which are attached as Annexure A, and such
         additional HHT Products as may be agreed by the parties in writing from
         time to time;

         `MANUFACTURING COST' means the cost for raw materials, filling, primary
         packaging and labelling fixed at *** per vial of 5 mg;

         `NDA' means a New Drug Application, Supplemental New Drug Application
         or Abbreviated New Drug Application for an HHT Product, as defined in
         the US Food, Drug and Cosmetic Act and the regulations promulgated
         thereunder, or the corresponding applications for authorization for
         marketing a pharmaceutical in any other country or group of countries,
         as defined in the applicable laws and regulations;

         `OPTION' means the option referred to in clause 16;

         `PARTY' means either Stragen or ChemGenex as the context requires and
         `PARTIES' means, collectively, Stragen and ChemGenex;

         `REGULATORY APPROVAL' means any approval, licence, registration or
         authorisation of any supra-national, federal, state or local regulatory
         agency or government authority necessary for the manufacture, use,
         storage, import, export, transport or sale of a HHT Product in a
         regulatory jurisdiction, including where applicable, pricing approval;

         `ROYALTY TERM' means the period referred to in clause 3.3, ending on
         the later of the dates referred to;

         `SAE' means a serious adverse event related to a human research
         protocol;

         `SEC' means the United States Securities and Exchange Commission;

         `STRAGEN' means Stragen Investment B.V. and includes its Affiliates;

         `STRAGEN KNOW-HOW' means proprietary techniques and data in relation to
         HHT Products within the Field, including inventions, practices,
         methods, knowledge, know-how, assays, compositions of matter, test data
         (including pharmacological, toxicological and clinical test data),
         analytical and quality control data, manufacturing data and
         descriptions, which:

         (d)      Stragen discloses to ChemGenex under this Agreement; and

         (e)      is within the control of Stragen or Stragen Pharma;

         `STRAGEN PATENT RIGHTS' means Stragen and/or Stragen Pharma's issued
         patents and pending patent applications (whether provisional or
         otherwise) in any countries in the Territory that cover the
         manufacture, use, sale, offer for sale, and/or importation of HHT in
         the Field, and any applications and/or patents claiming priority to
         said patents or applications, including all divisions, continuations,
         reissues, re-examinations, continuations-in-part, continued prosecution
         applications (`CPA'), requests for continued examination (`RCE'),
         extensions and substitutions thereof, and any

                                       3
<PAGE>

         applications filed under the Patent Cooperation Treaty and includes the
         current list of Stragen patents attached as Annexure A;

         `SCHEDULE' means the schedule to this Agreement;

         `SUPPLY AND DISTRIBUTION AGREEMENT' means the agreement for supply and
         distribution of Licensed Products made between the parties dated the
         same date as this Agreement;

         `TAXES' means sales taxes, VAT taxes and other similar taxes but
         excludes income tax;

         `TECHNOLOGY' means data, manufacturing know-how, regulatory submissions
         and other intellectual property and technical and scientific
         information that is either in the possession of Stragen or Stragen
         Pharma as of the date hereof or developed by Stragen or Stragen Pharma
         during the term of this Agreement in relation to the Licensed Products,
         manufacturing processes for any Licensed Products, or in connection
         with any additional regulatory approvals to market Licensed Products
         (including without limitation any clinical data from pivotal studies
         relating to the Licensed Products as well as additional clinical
         studies relating to the Licensed Products conducted from time to time
         by Stragen, Stragen Pharma or any of their Affiliates in either case,
         owned, controlled by, or licensed (with the right of sub-licence to
         Stragen or Stragen Pharma) and that is necessary or useful to register,
         manufacture, distribute, market or sell Licensed Products in the
         Territory;

         `TERRITORY' means all of the world except for the JV Territory;

         `TRADE MARKS' means the marks referred to in clause 2.1(c);

         `VALID CLAIM' means a claim of an issued patent within the Stragen
         Patent Rights that has not, at the time in issue, lapsed, expired, been
         cancelled, disclaimed or become abandoned, and has not been held
         invalid or unenforceable by decision of a court or agency of competent
         jurisdiction, said decision being unappealable or unappealed within the
         time allowed for appeal.

2.       SCOPE OF LICENCE

2.1      GRANT

         Subject to clause 5 and in consideration for the grant of the Option by
         ChemGenex and the covenants provided by ChemGenex under this Agreement
         and the Supply and Distribution Agreement, Stragen grants to ChemGenex:

         (a)      an exclusive licence, with the right to grant sublicenses, to
                  use the Stragen Patent Rights and Stragen Know-How and the
                  Technology necessary or useful for the clinical development of
                  HHT Products and the commercialisation of HHT Products in the
                  Territory; and

         (b)      a non-exclusive licence to use and refer to all regulatory
                  filings and submissions made by Stragen for the development,
                  sale, supply and/or manufacturing of HHT Products in the
                  Field;

         (c)      an exclusive, royalty free, licence to use the trade marks
                  `MYELOSTAT', `CEFLATONIN' and such other mark(s) as Stragen or
                  Stragen Pharma shall cause to be registered anywhere in the
                  world for HHT Product from time to time in connection with the
                  promotion, advertising, distribution or sale of HHT Product.
                  If ChemGenex elects to use a Trade Mark, ChemGenex will upon
                  request reimburse Stragen for any trade mark registration
                  renewal fees paid by Stragen with respect to the relevant
                  Trade Mark. ChemGenex will not be obliged to reimburse Stragen
                  with respect to any Trade Mark it has ceased using;

         (d)      subject to clauses 2.2(c) and 6, an exclusive right to grant
                  sublicenses to use the Stragen Patent Rights and Stragen
                  Know-How and the Technology necessary or useful for the
                  clinical development of HHT Products and the commercialisation
                  of HHT Products in the Field in the JV Territory. The right
                  given under this sub-clause will terminate upon the
                  establishment of the Joint Venture Entity.

                                       4
<PAGE>

2.2      LIMITATIONS ON GRANT

         (a)      During the term of the Supply and Distribution Agreement,
                  ChemGenex may not itself commercialise, or sublicense a third
                  party to commercialise, Licensed Products in the Field, other
                  than in accordance with the Supply and Distribution Agreement.

         (b)      Clause 6 applies with respect to the JV Territory.

         (c)      Notwithstanding clause 2.1(d), Stragen will be entitled to
                  sell HHT Products in the JV Territory for compassionate use
                  until such time as the Joint Venture Entity is established.
                  The right given under this sub-clause will terminate upon the
                  establishment of the Joint Venture Entity.

2.3      SUBLICENSING

         ChemGenex will have the right to grant sublicenses of its rights under
         this Agreement to Affiliates and/or third parties without Stragen's
         prior written approval.

2.4      CHEMGENEX'S AUTHORITY

         Without limitation to clause 2.1, during the term of this Agreement,
         and except as otherwise expressly herein provided, ChemGenex shall have
         the right to take such actions with respect to the Licensed Products as
         would normally be done in accordance with accepted business practices
         in the marketing of pharmaceutical products and legal requirements to
         obtain and maintain the authorisation and/or ability to market a
         pharmaceutical product in the countries in the Territory and to market
         the Licensed Products within such countries, including, without
         limitation, the following:

         (a)      conducting human clinical trials of the Licensed Products as
                  ChemGenex determines are reasonable, necessary or desirable;

         (b)      making appropriate filings for the registration of one or more
                  indications for the therapeutic use of the Licensed Products;

         (c)      marketing the Licensed Products in such regions, at such
                  prices and on such other terms and conditions as ChemGenex
                  determines are reasonable, necessary or desirable;

         (d)      developing patient and physician educational programs as may
                  be required by the appropriate health regulatory authorities;

         (e)      responding to product and medical complaints relating to the
                  Licensed Products (as called for by the Supply and
                  Distribution Agreement, each party shall promptly advise the
                  other of any such complaints which it receives from
                  regulators, customers or patients in the Territory);

         (f)      with the cooperation of Stragen, handling all returns of the
                  Licensed Products;

         (g)      handling, in accordance with the relevant terms in the Supply
                  and Distribution Agreement, all recalls of the Licensed
                  Products;

         (h)      communicating with any governmental agencies and satisfying
                  their requirements regarding the authorisation and/or
                  continued authorisation to market the Licensed Products in
                  commercial quantities in the Territory; and

         (i)      handling Licensed Product distribution, inventory and
                  receivables.

3.       ROYALTIES

3.1      LICENSED PRODUCT

         (a)      Where Stragen supplies any HHT Products in accordance with the
                  Supply and Distribution Agreement, ChemGenex will have no
                  additional obligation to pay any royalties, licence fees or
                  other amounts with respect to the Licensed Products under this
                  Agreement.

         (b)      In the event that ChemGenex sublicenses the rights under this
                  agreement to develop and/or commercialise the Licensed
                  Products in the Field and in the Territory, Stragen shall
                  receive a copy of the corresponding agreement between
                  ChemGenex and its sublicensee and shall receive a royalty
                  based on the following formula:

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<PAGE>

                                            30% (ChemGenex Revenue less the
                                            Stragen Manufacturing Cost for the
                                            corresponding HHT Product purchased
                                            from Stragen and paid for in
                                            accordance with clause 5.1(c) of the
                                            Supply and Distribution Agreement)

(c)               In the event that ChemGenex sublicenses the rights under this
                  agreement to develop and/or commercialise the Licensed
                  Products in the Field and in the JV Territory prior to the
                  formation of the Joint Venture Entity, Stragen shall receive a
                  copy of the corresponding agreement between ChemGenex and its
                  sublicensee and shall receive a royalty based on the following
                  formula:

                                            51% (ChemGenex Revenue less the
                                            Stragen Manufacturing Cost for the
                                            corresponding HHT Product purchased
                                            from Stragen and paid for in
                                            accordance with clause 5.1(c) of the
                                            Supply and Distribution Agreement)

         (d)      In the event that ChemGenex enters into co-promotion agreement
                  with another company for the commercialisation of Licensed
                  Products in the Field and in the Territory, clause 5.1(b) of
                  the Supply and Distribution Agreement will apply and ChemGenex
                  will have no additional obligation to pay any royalties or
                  licence fees with respect to the Licensed Products under this
                  Agreement.

         (e)      In this clause:

                  CHEMGENEX REVENUE         = all amounts (excluding
                                            Taxes) actually received by
                                            ChemGenex or any of its Affiliates
                                            with respect to the
                                            commercialisation or exploitation of
                                            Licensed Products within the Field,
                                            including royalties, milestone
                                            payments, licence fees and
                                            technology transfer fees (but only
                                            after ChemGenex recovers the
                                            clinical and development expenses up
                                            to (euro)5 million, including but
                                            not limited to CRO's cost ,
                                            products, special packaging,
                                            investigators and consulting fees,
                                            data management and non clinical
                                            studies) LESS:

                                  (I)       reasonable commissions paid by
                                            ChemGenex to third party
                                            distributors, brokers or agents
                                            other than sales personnel and sales
                                            representatives employed or engaged
                                            by ChemGenex with respect to the
                                            sale of such Licensed Products; and

                                 (II)       customs duties and surcharges and
                                            other governmental charges incurred
                                            by ChemGenex in connection with the
                                            exportation or importation of such
                                            Licensed Products; and

                  STRAGEN MANUFACTURING COST = *** per 5 milligram vial.

3.2      HHT PRODUCTS OUTSIDE OF THE FIELD

         In the event that ChemGenex determines to pursue commercialisation,
         either itself or through its sub-distributors or Affiliates of any HHT
         Products (including, for the avoidance of doubt, Licensed Products)
         outside of the Field or HHT Products other than Licensed Products in
         the Field, ChemGenex will:

         (a)      have no obligation to pay any royalties or licence fees to
                  Stragen; and

         (b)      purchase the Bulk HHT required for those products from Stragen
                  at a price of *** per milligram for development quantities and
                  *** per milligram for commercial quantities, in accordance
                  with the Supply and Distribution Agreement.

3.3      PAYMENT OF ROYALTIES

         Royalties payable under clause 3.1(b) must be paid with respect to each
         country of the Territory from the date of First Commercial Sale of a
         Licensed Product in such country until the later of:

                                       6
<PAGE>

         (a)      the last to expire Valid Claim of the Stragen Patent Rights
                  covering such Licensed Product in such country; or

         (b)      Ten (10) years following the First Commercial Sale of such
                  Licensed Product in such country.

         At the end of the Royalty Term in each country, ChemGenex will have a
         fully paid-up licence in that country.

3.4      PAYMENT DATES FOR ROYALTIES

         (a)      Royalties on revenues other than Licensed Products sales by
                  sublicensees must be paid within 30 days after the relevant
                  amounts are paid to ChemGenex;

         (b)      Royalties on Licensed Products sales by sublicensees must be
                  paid within 45 days after the date of receipt of Products by
                  ChemGenex's sublicensee. Such payments must be accompanied by
                  a statement showing the calculation of ChemGenex Revenue on a
                  product-by-product basis in each country of the Territory, and
                  all information reasonably necessary to accurately calculate
                  the amount of royalty payments due, including without
                  limitation, a description of the number of units sold, average
                  sales price and any amounts deducted from gross amounts
                  invoiced for sales of Licensed Product.

3.5      ACCOUNTING FOR ROYALTIES

         Royalties will be payable in US dollars, and any payment amounts
         denominated in other than US dollars must be translated into US dollars
         in accordance with US generally accepted accounting principles using
         the rate of exchange at the date at which the payment is due to
         Stragen.

3.6      RECORDS AND AUDIT RIGHTS

         (a)      During the Royalty Term ChemGenex shall keep full, true and
                  accurate books of account and records in accordance with
                  generally accepted United States accounting principles,
                  consistently applied, containing all particulars and
                  reasonable supporting documentation as may be necessary for
                  the purpose of determining royalty payments under this
                  Agreement.

         (b)      Annually during the Royalty Term, and within 90 days from the
                  end of its financial year, ChemGenex must provide, at its
                  expense, a worldwide detailed ChemGenex Revenue report
                  detailed by countries and products, and certified by their
                  auditors, being a firm approved by SEC for public companies.

         (c)      All such books of account, records and supporting
                  documentation shall be open for inspection at a time mutually
                  acceptable to the parties, during normal business hours no
                  more frequently than once per year, for three (3) years
                  following the end of each calendar year to which they apply,
                  by any independent certified public accountant retained by
                  Stragen (reasonably acceptable to ChemGenex) on behalf of
                  Stragen for the purpose of verifying ChemGenex's reports and
                  royalty payments. If such audit discloses an underpayment,
                  ChemGenex shall promptly pay to Stragen the amount of such
                  underpayment. The costs and expenses of performing such audits
                  shall be borne by Stragen; provided, however, that if the
                  amount of an underpayment for the audited period is five
                  percent (5%) or more of the amount actually due, then the
                  costs and expenses of performing such audit shall be promptly
                  reimbursed by ChemGenex.

         (d)      Stragen must ensure that the independent certified accountant
                  enters into a confidentiality deed with ChemGenex which
                  includes an obligation not to disclose to Stragen or its
                  Affiliates any information other than that which is relevant
                  to the rights of Stragen under this Agreement.

         (e)      In the event of a dispute between the independent certified
                  public accountants of ChemGenex and Stragen with respect to
                  any matter called for by this Agreement, the parties shall
                  select a third independent public accounting firm to arbitrate
                  the dispute, provided, that such firm shall have the authority
                  only to select from among the positions of the original two
                  firms that position which it deems most accurate. The fees of
                  such third firm shall be borne by the party whose position is
                  not approved of by such arbitrator.

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<PAGE>

4.       DEVELOPMENT EXCLUSIVITY

         Each party agrees not to research or develop Licensed Products for use
         in the Field in the Territory during the term of this Agreement other
         than as provided for under this Agreement.

5.       CONDITION PRECEDENT

         The execution of the Supply and Distribution Agreement by both parties
         is a condition precedent to this Agreement.

6.       EUROPEAN JOINT VENTURE

6.1      ESTABLISHMENT

         (a)      The parties agree to form a joint venture for the
                  registration, marketing, distribution and sale of Licensed
                  Products used in the Field in the JV Territory within *** days
                  from the execution of this Agreement.

         (b)      ChemGenex agrees to provide at no cost to the Joint Venture
                  Entity, that clinical and toxicology data it has in its
                  possession or control and that is necessary to prepare a
                  submission for EMEA marketing approval of a Licensed Product,
                  on the basis that ChemGenex retains all Intellectual Property
                  Rights with respect to that data. The Joint Venture Entity may
                  only use the data for the purpose contemplated by this
                  subclause.

         (c)      The parties agree the following terms will be incorporated
                  into a Joint Venture Agreement:

                  (i)      the establishment of a Joint Venture Entity, in the
                           form of a Swiss societe anonyme with an initial
                           capital of CHF ***, in which the parties' respective
                           holdings and entitlement to profits are as follows:

                          (A) ChemGenex - 49%; and
                          (B) Stragen - 51%.

                  (ii)     Stragen to supply Licensed Product to the Joint
                           Venture Entity at the Manufacturing Cost;

                  (iii)    the Joint Venture Entity to be responsible for
                           registration, marketing, distribution and sale of the
                           Licensed Products in the JV Territory;

                  (iv)     the Joint Venture Entity will book sales from named
                           patient sales of HHT in the JV Territory and will be
                           responsible for timely SAE and regulatory reporting
                           to ChemGenex;

                  (v)      the Joint Venture Entity to contract for services
                           from respective parties and hire employees when
                           appropriate in the JV Territory;

                  (vi)     a method for calculating profits and expenses for
                           marketing and sale of Licensed Product and other
                           products within the JV Territory;

                  (vii)    a method for either parties to contribute additional
                           products to the joint venture;

                  (viii)   a right of last refusal for either party to purchase
                           the other party's share in the Joint Venture Entity
                           in the event that the other party wishes to dispose
                           of all or part of their share, or in the event of a
                           change in control of the other party;

                  (ix)     The Joint Venture Entity will be responsible and bear
                           all costs for Regulatory Approvals in the JV
                           Territory; except that:

                           (A)      Stragen is to supply the joint venture
                                    entity with copies of all:

                                    (I)      pre-clinical data;

                                    (II)     clinical data; and

                                    (III)    regulatory submissions and filings,

                                       8
<PAGE>

                           in the possession or control of Stragen that relate
                           to HHT Products in the Field; and

                           (B)      Stragen will be responsible for all filings
                                    with the regulatory authorities with respect
                                    to potential HHT Products for use in the
                                    Field in the JV Territory , including, but
                                    not limited to, Drug Approval Applications
                                    and seeking Regulatory Approvals for HHT
                                    Products, including preparation of reports
                                    necessary as part of a Drug Approval
                                    Application, at the Joint Venture Entity's
                                    reasonable expense. Without limiting the
                                    foregoing Stragen is to be responsible for
                                    preparing the Chemistry, Manufacturing and
                                    Controls (`CMC') section of an IND and NDA
                                    (and their equivalents), together with any
                                    other pre- or post-approval CMC
                                    documentation any government regulatory
                                    agency may request or require in the JV
                                    Territory for HHT Products in the Field, at
                                    Stragen's expense; and

                                    (x)      The Joint Venture Entity to solely
                                             own all Intellectual Property
                                             Rights in relation to the works
                                             referred to in subclause (ix). All
                                             registrations, permits and licences
                                             in the JV Territory to be obtained
                                             in the name of the Joint Venture
                                             Entity or its nominee.

                                    (xi)     ChemGenex to license free of charge
                                             the Joint Venture Entity to use the
                                             name `ChemGenex Europe'; and

                                    (xii)    Other terms and conditions
                                             typically contained in joint
                                             venture agreements of the type
                                             contemplated by this clause.

7.       JOINT STEERING COMMITTEE

7.1      ESTABLISHMENT OF JOINT STEERING COMMITTEE

         Upon the execution of this Agreement the parties must form a Joint
         Steering Committee for the purposes of:

         (a)      collectively meeting, reviewing and evaluating the ongoing
                  relationship between the parties;

         (b)      considering short, medium and long term development and
                  commercialisation goals and strategic direction;

         (c)      considering development, expense sharing. manufacturing,
                  supply and commercialisation of new dosage forms of HHT
                  Products, including oral and patch dosage forms;

         (d)      reporting on the research, development and other work
                  conducted by the parties, including any discoveries or
                  potentially commercially valuable Intellectual Property Rights
                  created since the last meeting of the Joint Steering
                  Committee;

         (e)      recommending any activities or other steps which should be
                  taken to further develop, or commercially exploit HHT Products
                  in the Field;

         (f)      discussing new opportunities; and

         (g)      attempting to settle any disputes or disagreements between the
                  parties.

7.2      MEMBERSHIP

         (a)      The Joint Steering Committee will have an equal number of
                  representatives from each party and the size of the Joint
                  Steering Committee must not exceed a total of 6 members.

         (b)      Members of the Joint Steering Committee will be executive
                  personnel of the parties. One member of the Joint Steering
                  Committee selected by Stragen and one member of the Joint
                  Steering Committee selected by ChemGenex must have substantial
                  experience in pharmaceutical product research and development.

         (c)      The initial members of the Joint Steering Committee will be
                  the persons named in the Schedule.

                                       9
<PAGE>

         (d)      Members of the Joint Steering Committee will serve on such
                  terms and conditions as determined by the party selecting the
                  person for membership on the Joint Steering Committee.

         (e)      An alternate member designated by a party may serve
                  temporarily in the absence of a permanent member designated by
                  such party.

7.3      MEETINGS OF THE JOINT STEERING COMMITTEE

         The Joint Steering Committee:

         (a)      will hold meetings at such times and places as shall be
                  determined by a majority of the entire membership of the Joint
                  Steering Committee but in no event shall such meetings be held
                  less frequently than once every quarter, except as may be
                  agreed by the Joint Steering Committee;

         (b)      may conduct meetings in person or by telephone conference,
                  provided that any decision made during a telephone conference
                  meeting is evidenced in writing signed by one of each party's
                  members of the Joint Steering Committee from each of the
                  parties;

(c)               must keep minutes reflecting actions taken at meetings.

7.4      FUNCTIONS AND POWERS OF THE JOINT STEERING COMMITTEE

         (a)      The activities of the parties under this Agreement shall be
                  managed by the Joint Steering Committee only to the extent set
                  forth in this clause.

         (b)      ChemGenex will make all ultimate decisions regarding the
                  development and commercialisation in the Territory of the HHT
                  Products.

8.       CONTACT OFFICERS

         Each party must nominate a Contact Officer to serve as the primary
         point of contact for the other party with respect to this Agreement. As
         at the date of this Agreement each party's Contact Officer will be as
         set out in the Schedule.

9.       CLINICAL DEVELOPMENT AND DILIGENCE OBLIGATIONS

9.1      COMMERCIALLY REASONABLE EFFORTS

         Subject to the general budget and financing plan to be approved by a
         resolution of the ChemGenex board of directors, and all applicable laws
         and regulatory requirements, ChemGenex will use commercially reasonable
         efforts, consistent with accepted business practices and legal
         requirements relating to pharmaceutical drug development, to:

         (a)      conduct scientific, technical and clinical (but not
                  manufacturing) activities, required for the sale of Licensed
                  Products for use in the Field in the Territory;

         (b)      to pursue and maintain necessary governmental approvals for
                  Licensed Products for use in the Field in the Territory; and

         (c)      to market Licensed Products for use in the Field in the
                  Territory after appropriate Regulatory Approval, provided
                  however, that the approvals for all manufacturing activities
                  will be the sole responsibility of Stragen.

9.2      CLINICAL DEVELOPMENT AND REGULATORY FILINGS

         (a)      ChemGenex will be responsible for financing, overseeing and
                  conducting the clinical development of Licensed Products in
                  order to obtain Regulatory Approvals on a worldwide basis
                  .ChemGenex will be responsible for ongoing regulatory filings
                  to support clinical development worldwide including the JV
                  Territory.

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<PAGE>

         (b)      ChemGenex will be responsible for preparing and filing all
                  filings with the regulatory authorities with respect to
                  potential HHT Products for use in the Field in the Territory,
                  including, but not limited to, Drug Approval Applications and
                  seeking Regulatory Approvals for HHT Products, including
                  preparation of reports necessary as part of a Drug Approval
                  Application. ChemGenex will solely own all Intellectual
                  Property Rights in relation to the works referred to in this
                  clause. All such registrations, permits and licences in the
                  Territory shall be obtained in the name of ChemGenex or one of
                  its Affiliates or Subdistributors.

         (c)      Stragen will be responsible for filing with regulatory
                  authorities for marketing approval of HHT Products for use in
                  the Field in the JV Territory in accordance with clause
                  6.1(c)(ix)(B) and 6.1(c)(x).

         (d)      Stragen must provide ChemGenex with such information and other
                  material in English as ChemGenex shall reasonably request (or
                  as the appropriate health regulatory authorities shall
                  require) in support of applications for Licensed Product
                  registrations (including regulatory filings to support
                  clinical development of Licensed Products) including without
                  limitation:

                  (i)      all preclinical and clinical data; and

                  (ii)     all regulatory submissions and filings; (iii) all
                           chemistry, manufacturing and controls data,

                  in Stragen's possession relating to the Licensed Products.

         (e)      ChemGenex agrees to proceed with Stragen Pharma's Phase 2
                  Study Protocols in Accelerated Phase Chronic Myeloid Leukemia
                  (Study HHT-CML/INTL/04.2 and 04.3) and to reimburse Stragen
                  for the payment it has made to Inveresk Research Limited (CRO)
                  (`INVERESK') on January 1st, 2006 (as per the invoice
                  contained in Annexure D) subject to Stragen providing
                  ChemGenex with proof of payment. ChemGenex agrees to contract
                  directly with Inveresk and pay bills issued by Inveresk for
                  services performed for ChemGenex from the date of execution of
                  this Agreement (in accordance with its obligations under the
                  contracts it makes with Inveresk). For the avoidance of doubt,
                  the parties agree that ChemGenex will not be obliged to make
                  or reimburse Stragen or Stragen Pharma for any additional
                  payments payable by Stragen Pharma or Stragen to Inveresk.

9.3      CLINICAL SUPPLIES

         The Joint Steering Committee will advise Stragen of the amounts of
         Licensed Product required by ChemGenex to conduct clinical trials.
         Stragen must supply such amounts of Licensed Product in a timely manner
         and upon the terms and conditions provided for in the Supply and
         Distribution Agreement.

9.4      REGULATORY CHANGES

         Each party shall promptly advise the other party of any known new
         instructions or specifications relating to HHT Products required by the
         health regulatory authorities of any country within the Territory, and
         the parties shall confer with respect to the best mode of compliance
         with such new requirements.

10.      REPRESENTATIONS AND WARRANTIES 10.1 REPRESENTATIONS AND WARRANTIES

         Each party represents and warrants to the other that:

         DUE AUTHORISATION

         (a)      It is duly authorised to execute and deliver this Agreement
                  and to perform its obligations hereunder, and any person
                  executing this Agreement on its behalf has been duly
                  authorised to do so by all requisite corporate action.

                                       11
<PAGE>

         BINDING AGREEMENT

         (b)      This Agreement is legally binding upon such party and
                  enforceable in accordance with its terms, subject to the
                  effects of bankruptcy, insolvency or other laws of general
                  application affecting the enforcement of creditor rights and
                  judicial principles affecting the availability of specific
                  performance and general principles of equity whether
                  enforceability is considered a proceeding at law or equity.
                  The execution, delivery and performance of this Agreement by
                  itself does not conflict with any material agreement,
                  instrument or understanding, oral or written, to which it is a
                  party or by which it may be bound, nor violate any material
                  law or regulation of any court, governmental body or
                  administrative or other agency having jurisdiction over it.

10.2     REPRESENTATIONS AND WARRANTIES OF STRAGEN

         Stragen makes the following representations and/or warranties to
         ChemGenex:

         (a)      Stagen represents and warrants that, to Stragen's knowledge:

                  (i)      Stragen owns the entire right, title and interest in
                           and to the Stragen Know-How and Technology in the
                           Field;

                  (ii)     Stragen owns the entire right, title and interest in
                           and to the Stragen Patent Rights in the Field and the
                           Trade Marks;

                  (iii)    Stragen has not at the date of this Agreement granted
                           any licences or rights that are inconsistent with the
                           licences and other rights granted to ChemGenex under
                           this Agreement; and

                  (iv)     as at the date of this Agreement, no third party has
                           charged in writing that any aspect of the Stragen
                           Know-How or the Stragen Patent Rights or Stragen's
                           use of the Trade Marks infringes any existing
                           intellectual property of such third party, and
                           Stragen is not aware of the existence of any
                           reasonable basis for the assertion of any such third
                           party claim.

10.3     DISCLAIMER OF WARRANTIES

         EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES
         ANY REPRESENTATION OR WARRANTY TO THE OTHER PARTY OF ANY KIND, AND
         HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
         LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR
         FITNESS FOR A PARTICULAR PURPOSE. STRAGEN MAKES NO WARRANTY OR
         REPRESENTATION AS TO THE VALIDITY OR SCOPE OF STRAGEN PATENT RIGHTS, OR
         THAT ANY LICENSED PRODUCT WILL BE FREE FROM AN INFRINGEMENT ON PATENTS
         OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, OR THAT NO
         THIRD PARTIES ARE IN ANY WAY INFRINGING STRAGEN PATENT RIGHTS COVERED
         BY THIS AGREEMENT.

11.      INTELLECTUAL PROPERTY 11.1 OWNERSHIP

         (a)      Each party will own all Intellectual Property Rights in and to
                  any of their respective inventions, discoveries, methods,
                  processes, technical processes, know-how, work or improvements
                  conceived, made, done or reduced to practise in relation to
                  HHT Products including, without limitation, any potential uses
                  of HHT Products.

         (b)      Intellectual Property Rights in and to any of the inventions,
                  discoveries, methods, processes, technical processes, know-how
                  or improvements referred to in the preceding subclause that
                  are conceived, made, done or reduced to practice by the
                  parties jointly, will be held by the parties jointly.

         (c)      Within 60 days of request, each party must execute, sign and
                  deliver all written assignments, deeds, agreements,
                  applications, notices, information and other documents
                  necessary or

                                       12
<PAGE>

                  convenient to assign to the other party their Intellectual
                  Property Rights, or as otherwise required to evidence or vest
                  ownership of the Intellectual Property Rights in accordance
                  with this clause.

11.2     ENFORCEMENT

         (a)      If any Stragen Patent Right is infringed by a third party in
                  the Territory during the term of this Agreement, the party to
                  this Agreement first having knowledge of such infringement
                  must promptly notify the other in writing.

         (b)      The notice must set out the perceived facts of such
                  infringement in reasonable detail.

         (c)      Stragen will have the primary right, but not the obligation,
                  to institute, prosecute and control any action or proceeding
                  by its own counsel with respect to infringement or
                  misappropriation of such Stragen Patent Rights and ChemGenex
                  shall have the right, at its own expense, to be represented in
                  such action by its own counsel.

         (d)      If Stragen fails to bring any such action or proceeding within
                  a period of 180 days after receiving written notice from
                  ChemGenex or otherwise having knowledge of such infringement,
                  and the infringement relates to the Field and Territory, then
                  ChemGenex will have the right to bring and control any such
                  action by counsel of its own choice, and Stragen shall have
                  the right, at its own expense, to be represented in any such
                  action or proceeding.


         (e)      In any event, each party agrees to be joined as a party to
                  proceedings if required by law to maintain the action or if
                  reasonably requested and, in any event, to give the non joined
                  party all reasonable assistance and authority to file and to
                  prosecute such suit.

         (f)      The costs and expenses of all suits brought by either party
                  under this clause will be reimbursed to both parties out of
                  any damages or other monetary awards recovered in favour of
                  Stragen and/or ChemGenex.

         (g)      ChemGenex may not enter into any settlement or consent
                  judgment or other voluntary final disposition of a suit under
                  this clause, without the express written consent of Stragen
                  (which consent shall not be unreasonably withheld, conditioned
                  or delayed). Stragen may not enter into any settlement or
                  consent judgment or other voluntary final disposition of a
                  suit under this clause that relates specifically to the Field
                  and Territory, without the express written consent of
                  ChemGenex (which consent shall not be unreasonably withheld,
                  conditioned or delayed).

11.3     PATENT TERM RESTORATION

         The parties must give reasonable cooperation to each other in obtaining
         patent term restoration or supplemental protection certificates or
         their equivalents in any country in the Territory where applicable to
         the Licensed Products.

11.4     REGISTRATION AS LICENSEE

         (a)      ChemGenex may at any time during the term of this Agreement
                  request Stragen to grant to ChemGenex licences for the Stragen
                  Patent Rights in a form which complies with the requirements
                  of the law and public authorities in each part of the
                  Territory to enable ChemGenex at its expense to become duly
                  registered as a licensee under the relevant patent/s. (b)
                  ChemGenex must bear all costs and expenses incurred in the
                  grant and registration of formal licences under clause (a).
                  11.5 REGISTRATION AND MAINTENANCE OF PATENTS (a) Stragen must
                  do all acts, matters and things (including the payment of all
                  renewal fees) and execute all documents necessary to maintain
                  the Stragen Patent Rights in force, and must produce to
                  ChemGenex 30 days before the last day for the payment of the
                  renewal fees evidence satisfactory to ChemGenex that
                  registration of the relevant patent/s has been renewed. If
                  ChemGenex is not satisfied that registration of the patent/s
                  has been renewed,

                                       13
<PAGE>

                  it may pay the renewal fees and deduct the amount paid from
                  the royalties or payments payable to Stragen under this
                  Agreement.

         (b)      Stragen must at its own cost defend every action or
                  proceedings instituted for the revocation of the Stragen
                  Patent Rights.

         (c)      In the event that no exclusivity exists as a consequence of
                  the invalidity, revocation or expiration of the Stragen Patent
                  Rights in any country comprising part of the Territory the
                  obligations contained in this Agreement for ChemGenex to pay
                  royalties upon sales or commercialisation within that part of
                  the Territory cease from the date of such invalidity,
                  revocation or expiration.

         (d)      With respect to Intellectual Property Rights, other than the
                  Stragen Patent Rights, owned solely by one of the parties:

                  (i)      the party who owns the Intellectual Property Rights
                           will be responsible for filing, prosecuting and
                           maintaining patent applications and patents to
                           protect their Intellectual Property Rights; and

                  (ii)     the other party will have a right to review and
                           comment on such filings and related correspondence,
                           however the party who owns the Intellectual Property
                           Rights will have the sole discretion as to:

                           (A)      whether or not to apply for, prosecute
                                    and/or maintain patents; and

                           (B)      the countries in which patent protection is
                                    sought or maintained.

         (e)      With respect to Intellectual Property Rights owned jointly by
                  the parties:

                  (i)      the decision as to whether or not to seek and/or
                           maintain patent protection will be made by the Joint
                           Steering Committee;

                  (ii)     both parties will have a right to review and comment
                           on any filings and related correspondence; and

                  (iii)    the parties will share the expenses of filing,
                           prosecuting and maintaining such applications
                           jointly.

11.6     INFRINGEMENT OF TRADE MARKS

         (a)      In the event that a third party at any time provides written
                  notice of a claim to, or brings an action, suit or proceeding
                  against, either party or any of its Affiliates, claiming
                  infringement of its trade mark rights by virtue of the use by
                  ChemGenex of any of the Trade Marks, that party must promptly
                  notify the other party of the claim or the commencement of
                  such action, suit or processing, enclosing a copy of the
                  claims and/or all papers served.

12.      INDEMNIFICATION

12.1     INDEMNIFICATION BY CHEMGENEX

         Subject to the terms of the Supply and Distribution Agreement,
         ChemGenex hereby agrees to defend, indemnify and hold harmless Stragen
         and its Affiliates, officers, directors, employees, consultants and
         agents from and against any and all suits, claims, actions, demands,
         liabilities, expenses and or losses, including reasonable attorneys'
         fees and other costs of defence (`CLAIMS'):

         (a)      resulting from the use, handling, storage, offer for sale,
                  sale or other disposition of HHT Product by ChemGenex, its
                  Affiliates, agents or sublicensees, but only to the extent
                  such Claims do not result from the negligence or intentional
                  misconduct of, or material breach of this Agreement or the
                  Supply and Distribution Agreement by Stragen;

         (b)      resulting directly from a material breach of this Agreement by
                  ChemGenex; or

         (c)      from the negligence or intentional misconduct of ChemGenex,
                  its Affiliates, sublicensees, officers, directors, employees,
                  contractors or agents.

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<PAGE>

12.2     INDEMNIFICATION BY STRAGEN

         Stragen and Stragen Pharma hereby agree to defend, indemnify and hold
         harmless ChemGenex and its Affiliates, officers, directors, employees,
         consultants and agents from and against any and all Claims resulting
         from a material breach of this Agreement or the Supply and Distribution
         Agreement by Stragen or Stragen Pharma or from the negligence or
         intentional misconduct of Stragen, Stragen Pharma or either of their
         Affiliates, officers, directors, employees, contractors or agents.

12.3     INDEMNIFICATION PROCEDURES

         (a)      Promptly after the receipt by any party hereto of notice under
                  clause 12.1 or clause 12.2 of:

                  (i)      any claim; or

                  (ii)     the commencement of any action or proceeding,

                  such party (the `AGGRIEVED PARTY') will, if a claim with
                  respect thereto is to be made against any party obligated to
                  provide indemnification (the `INDEMNIFYING PARTY') pursuant to
                  such sections, give such Indemnifying Party written notice of
                  such claim or the commencement of such action or proceeding
                  and shall permit the Indemnifying Party to assume the defence
                  of any such claim or any litigation resulting from such claim,
                  and, upon such assumption, shall cooperate fully with the
                  Indemnifying Party in the conduct of such defence. Failure by
                  the Indemnifying Party to notify the Aggrieved Party of its
                  election to defend any such action within a reasonable time,
                  but in no event more than 15 days after notice thereof shall
                  have been given to the Indemnifying Party, shall be deemed a
                  waiver by the Indemnifying Party of its right to defend such
                  action. If the Indemnifying Party assumes the defence of any
                  such claim or litigation resulting therefrom, the obligations
                  of the Indemnifying Party as to such claim shall be limited to
                  taking all steps necessary in the defence or settlement of
                  such claim or litigation resulting therefrom and to holding
                  the Aggrieved Party harmless from and against any and all
                  losses, damages and liabilities caused by or arising out of
                  any settlement approved by the Indemnifying Party or any
                  judgment in connection with such claim or litigation resulting
                  therefrom. The Aggrieved Party may participate, at its
                  expense, in the defence of such claim or litigation provided
                  that the Indemnifying Party shall direct and control the
                  defence of such claim or litigation. The Indemnifying Party
                  shall not, in the defence of such claim or any litigation
                  resulting therefrom, consent to entry of any judgment, except
                  with the written consent of the Aggrieved Party, or enter into
                  any settlement, except with the written consent of the
                  Aggrieved Party, which does not include as an unconditional
                  term thereof the giving by the claimant or the plaintiff to
                  the Aggrieved Party of a release from all liability in respect
                  of such claim or litigation.

         (b)      If the Indemnifying Party shall not assume the defence of any
                  such claim or litigation resulting therefrom within a period
                  of 15 days from the date of issue of the claim, the Aggrieved
                  Party may defend against such claim or litigation in such
                  manner as it may deem appropriate and, unless the Indemnifying
                  Party shall deposit with the Aggrieved Party a sum equivalent
                  to the total amount demanded in such claim or litigation
                  within a period of 15 days from the date of issue of the
                  claim, or shall deliver to the Aggrieved Party a surety bond
                  in form and substance reasonably satisfactory to the Aggrieved
                  Party, the Aggrieved Party may settle such claim or litigation
                  on such terms as it may deem appropriate, and the Indemnifying
                  Party shall promptly reimburse the Aggrieved Party for the
                  amount of all reasonable expenses, legal or otherwise,
                  incurred by the Aggrieved Party in connection with the defence
                  against or settlement of such claims or litigation. If no
                  settlement of such claim or litigation is made, the
                  Indemnifying Party shall promptly reimburse the Aggrieved
                  Party for the amount of any judgment rendered with respect to
                  such claim or in such litigation and of all reasonable
                  expenses, legal or otherwise, incurred by the Aggrieved Party
                  in the defence against such claim or litigation.

13.      LIMITATION ON LIABILITY

         IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR
         CONSEQUENTIAL DAMAGES RESULTING FROM THE GRANT OR EXERCISE OF

                                       15
<PAGE>

         RIGHTS UNDER THIS AGREEMENT OR THE USE OR SALE OF LICENSED PRODUCTS.

14.      TERM AND TERMINATION

14.1     TERM

         This Agreement shall commence on the date of this Agreement and will
         continue in each country in the Territory until the last day of the
         Royalty Term with respect to such country, unless terminated earlier in
         accordance with this Agreement.

14.2     TERMINATION

         (a)      Either party shall have the right to terminate this Agreement:

                  (i)      Upon 30 days prior notice to the other in the event
                           that the other commits any material breach of its
                           obligations under this Agreement and (where the
                           breach is capable of remedy) fails to remedy the same
                           within a reasonable time after being called upon in
                           writing to do so; or

                           (ii)     to the extent permitted by law, upon notice
                                    to the other in the event the other party:

                                    (A)      becomes insolvent;

                                    (B)      fails generally to pay its debts as
                                             they fall due;

                                    (C)      files a voluntary petition or any
                                             answer admitting the material
                                             allegations of, or consents to, an
                                             involuntary petition pursuant to or
                                             purporting to be pursuant to any
                                             reorganization or insolvency law of
                                             any jurisdiction;

                                    (D)      makes an assignment for the benefit
                                             of creditors; or

                                    (E)      applies for or consents to the
                                             appointment of a receiver or
                                             trustee of a substantial party of
                                             its property; or Effect of
                                             Expiration or Termination of this
                                             Agreement.

         (b)      The rights and obligations set forth in this Agreement shall
                  extend beyond the term or termination of the Agreement only to
                  the extent expressly provided for herein, or the extent that
                  the survival of such rights or obligations are necessary to
                  permit their complete fulfilment or discharge.

14.3     ACCRUED RIGHTS, SURVIVING OBLIGATIONS

         (a)      Termination, relinquishment or expiration of the Agreement for
                  any reason shall be without prejudice to any rights which
                  shall have accrued to the benefit of either party prior to
                  such termination, relinquishment or expiration, including
                  damages arising from any breach hereunder.

         (b)      The following clauses will survive termination or expiration
                  of this Agreement: 3.3, 3.4, 3.5, 3.6,10,11.1, 12,13,
                  15(a),17, 18, 19.3,19.4,20.

15.               ADVERTISING AND PUBLICITY

         (a)      Except for such disclosures as are deemed necessary in
                  Stragen's or ChemGenex's, as the case may be, reasonable
                  judgment to comply with applicable law, only ChemGenex may
                  make any publicly disseminated oral or written disclosure
                  relating or referring to, or use any advertising or publicity
                  which relates or makes reference to:

                  (i)      this Agreement;

                  (ii)     the Supply and Distribution Agreement

                  (iii)    the terms of this Agreement or the Supply and
                           Distribution Agreement;

                  (iv)     the development or commercialisation of HHT Products;
                           or

                  (v)      the publication or presentation of scientific data.

                                       16
<PAGE>

                  (b)      Stragen will have the right to review public
                           announcement relating to HHT Products prior to public
                           release by ChemGenex.

16.      OPTION

16.1     GRANT

         ChemGenex grants to Stragen an option to subscribe for one million
         (1,000,000) ordinary shares in ChemGenex for consideration of *** per
         share (`THE OPTION'), exercisable on the terms and subject to the
         conditions set out in this clause.

16.2     CONDITION

         (a)      The grant of the Option is subject to the Australian Stock
                  Exchange (ASX) listing rules (`LISTING Rules') and is upon the
                  approval of the shareholders of ChemGenex in accordance with
                  Listing Rule 7.1.5 if required.

         (b)      If approval is required, ChemGenex will do all things
                  reasonably necessary to procure the approval at the next
                  annual general meeting of ChemGenex or any prior extraordinary
                  general meeting of ChemGenex, but not later than October 30,
                  2005.

16.3     CERTIFICATE

         ChemGenex will procure the delivery of a certificate in respect of the
         Option following the grant, evidencing the Option and setting out the
         terms of the Option.

16.4     ASSIGNMENT

         The Option is personal to Stragen and may not be assigned to or
         exercised by any other entity or person.

16.5     TIME FOR EXERCISE

         The Option may not be exercised until that day which is 12 months after
         the date of this Agreement and expires on the earlier of:

         (a)      the failure of a condition applicable to the Option; and

         (b)      that day which is 5 years after the date of this Agreement
                  (`THE EXPIRY DATE').

16.6     TERMS OF EXERCISE

         (a)      The Option must be exercised before the Expiry Date and may be
                  exercised once only, whether in relation to all or part of the
                  one million (1,000,000) shares.

         (b)      All shares issued pursuant to the exercise of the Option
                  together will rank pari passu in all respects with shares on
                  issue at the time of allotment.

         (c)      The Option will confer no right on Stragen to participate in
                  new issues of securities by ChemGenex without exercising the
                  Option.

16.7     METHOD OF EXERCISE

         (a)      The Option must be exercised by delivering to the registered
                  office of ChemGenex a notice stating that Stragen is
                  exercising the Option, which is signed by Stragen.

16.8     ACKNOWLEDGEMENT

(a)               Stragen acknowledges that any liabilities incurred by Stragen
                  as a result of the issue of the Option and/or shares in
                  ChemGenex are liabilities of Stragen and not ChemGenex.

                                       17
<PAGE>

17.      CONFIDENTIALITY

17.1     CONFIDENTIALITY

(a)                       For a period of ten (10) years from the Effective Date
                          of this Agreement or five (5) years from the
                          termination hereof, whichever occurs later:

(i)                       each party shall refrain from the use of Confidential
                          Information furnished by the other party for any
                          purpose inconsistent with this Agreement; and

(ii)                      each party shall treat Confidential Information
                          furnished by the other party as if it were its own
                          proprietary information and shall not disclose it to
                          any third party other than its Affiliates or
                          consultants without the prior written consent of the
                          other party who furnished such information and subject
                          to the same obligations of Confidentiality as set out
                          in this Agreement.

(b)                       Clause 17.1(a)(ii) above shall not apply where such
                          Confidential Information is:

(i)                       disclosed to comply with the requirements of any law,
                          governmental order (including a court order) or
                          regulation; or

(ii)                      information disclosed by Stragen for the purpose
                          obtaining any Regulatory Approvals for HHT Products
                          including all material and information submitted to
                          and/or filed with a governmental regulatory agency or
                          any other equivalent agency covering the HHT Products
                          and information related to the HHT Products contained
                          in all documents submitted in connection with
                          regulatory submissions throughout the world covering
                          the HHT Products.

17.2     DISCLOSURE REQUIRED BY LAW

         In the event that either party is required to make disclosure of the
         other's Confidential Information as a result of the issuance of a court
         order or other government process, the party subject to such
         requirement promptly, but in not event more than 48 hours after
         learning of such court order or other government process, shall notify
         the other party and, at the other party's expense, the party subject to
         such requirements shall:

         (a)      take all reasonably necessary steps requested by the other
                  party to defend against the enforcement of such court order or
                  other government process; and

         (b)      permit the other party to intervene and participate with
                  counsel of its choice in any proceeding relating to the
                  enforcement thereof.

18.      LICENSE OF INTELLECTUAL PROPERTY RIGHTS FROM STRAGEN PHARMA TO STRAGEN

18.1     CONSIDERATION

         The covenants given in this Agreement by Stragen Pharma in favour of
         ChemGenex are given in consideration for:

         (a)      ChemGenex entering into this Agreement and the Supply and
                  Distribution Agreement at the request of Stragen Pharma; and

         (b)      the covenants given by ChemGenex in clause (e) of this
                  Agreement to proceed with Stragen Pharma's Phase 2 Study
                  Protocols in Accelerated Phase Chronic Myeloid Leukemia (Study
                  HHT-CML/INTL/04.2 and 04.3), pay the Inveresk invoice and
                  enter into direct service contracts with Inveresk; and

         (c)      all of the covenants given by ChemGenex in favour of Stragen
                  and Stragen's Affiliates, under both this Agreement and the
                  Supply and Distribution Agreement.

18.2     LICENSE OF STRAGEN RIGHTS

         (a)      Stragen Pharma:

                                       18
<PAGE>

                  (i)      warrants and represents to ChemGenex that Stragen is
                           exclusively licensed and authorised by Stragen Pharma
                           to grant the rights Stragen has purported to give to
                           ChemGenex under clause 2.1 and the other clauses
                           contained in this Agreement, and the under the Supply
                           and Distribution Agreement (`THE STRAGEN LICENCE');
                           and

                  (ii)     agrees that in the event and to the extent that the
                           Stragen Licence is terminated, invalidated, revoked,
                           or otherwise is, or becomes, ineffective to grant to
                           ChemGenex the rights purported to be given to it by
                           Stragen under this Agreement or under the Supply and
                           Distribution Agreement:

                           (A)      Stragen will grant to ChemGenex a direct
                                    licence giving ChemGenex the same rights as
                                    it has under the Stragen Licence; and

                           (B)      any references to Stragen in this Agreement
                                    and in the Supply and Distribution Agreement
                                    will be construed as a reference to Stragen
                                    Pharma, and Stragen Pharma will perform the
                                    obligations of Stragen under this Agreement
                                    and the Supply and Distribution Agreement.

         (b)      The licence referred to in sub-clause 18.2(a)(ii)(A) will take
                  effect immediately without the need for any further action by
                  either party, however if requested by ChemGenex, Stragen
                  Pharma must promptly sign all documents and do all other
                  things reasonably required by ChemGenex to give effect to this
                  clause.

 18.3 INDEMNITY

         (a)      Stragen Pharma agrees to indemnify and hold harmless ChemGenex
                  and its Affiliates, officers, directors, employees,
                  consultants and agents from and against any and all Claims
                  resulting from a material breach of this Agreement or the
                  Supply and Distribution Agreement by Stragen or Stragen Pharma
                  or from the negligence or intentional misconduct of Stragen,
                  Stragen Pharma or either of their Affiliates, officers,
                  directors, employees, contractors or agents.

19.      MISCELLANEOUS

19.1     GOVERNING LAW; CHOICE OF FORUM

         The parties agree that this Agreement shall be governed by and
         construed in accordance with the laws of Switzerland, state of Geneva,
         and irrevocably submit to the non-exclusive jurisdiction of the courts
         of that state.

19.2     RELATIONSHIP

         (a)      Nothing contained in this Agreement will be deemed to create
                  any association, partnership, joint venture, or relationship
                  of principal and agent between the parties to this Agreement
                  or any of their respective Affiliates, or to provide either
                  party with the right, power or authority, whether express or
                  implied, to create any such duty or obligation on behalf of
                  the other party.

         (b)      No employee or representative of a party will have any
                  authority to bind or obligate the other party to this
                  Agreement for any sum or in any manner whatsoever, or to
                  create or impose any contractual or other liability on the
                  other party without relevant party's authorised written
                  approval.

19.3     INTEREST DUE ON LATE PAYMENTS

         If any amount payable by under this Agreement by one party to the other
         is not paid when due, then without limiting any other rights which the
         relevant party may have as a result of such late payment, the amount
         unpaid shall bear interest until paid at a rate per annum equal to the
         prime rate published and as changed from time to time by Citibank, N.A.
         New York, New York (as reported in The Wall Street Journal) plus two
         and one-half percent (2.5%), with such interest to be paid on demand
         together with all costs incurred by Stragen to collect the amounts due
         hereunder, including but not limited to reasonable attorneys fees and
         disbursements.

                                       19
<PAGE>

19.4     TAXES

         Each party shall bear all taxes imposed on it as a result of the
         performance by such party under this Agreement including, but not
         limited to, any sales tax, any tax on or measured by any payment
         required to be made hereunder, any registration tax, or any tax imposed
         with respect to the granting of licences or other rights hereunder. The
         parties shall cooperate fully with each other in obtaining and filing
         all requisite certificates and documents with the appropriate
         authorities and shall take such further action as may reasonably be
         necessary to avoid the deduction of any withholding or similar taxes
         from any remittance of funds by ChemGenex to Stragen hereunder.

19.5     EMPLOYEES

         Neither party shall have any responsibility for the hiring, firing or
         compensation of the other party's employees or for any employee
         benefits of the other party's employees.

19.6     ASSIGNMENT

         This Agreement shall be binding upon, and shall inure to the benefit of
         successors to a party hereto, but shall not otherwise be assignable
         without the prior written consent of both parties, except to:

         (a)      the successor or assignee of all or substantially all of a
                  party's business relating to HHT Products; or

         (b)      a party's Affiliate; or

         (c)      another entity in a party's corporate group,

         in which cases no prior consent will be required.

         In the event all or part of a party's interest under this Agreement is
         assigned or transferred, that party must notify the other at least 30
         days prior to such assignment or transfer.

19.7     NOTICES

         Any notice required or permitted to be made or given hereunder shall
         (except as otherwise expressly provided herein) be in writing and shall
         be made or given to the other party by personal in-hand delivery; by
         facsimile, by airmail, postage prepaid; or by air courier to the
         mailing or facsimile numbers set forth below:


                  CHEMGENEX PHARMACEUTICALS LIMITED
                  Pigdons Road
                  Waurn Ponds, Victoria, Australia, 3216

                  Fax +61 3 5227 1322

                  STRAGEN INVESTMENT B.V.
                  c/- Stragen Pharma S.A.
                  3, rue Hugo-de-Senger
                  P.O. Box 617
                  CH-1211 Geneva 4

                  Fax  + 41 22 809 40 99


                  STRAGEN PHARMA S.A.
                  3, rue Hugo-de-Senger
                  P.O. Box 617
                  CH-1211 Geneva 4

                  Fax  + 41 22 809 40 99

                                       20
<PAGE>



                  or to such other address or facsimile numbers as either party
                  shall designate by notice, similarly given, to the other
                  party. Notices shall be deemed to have been sufficiently made
                  or given:

         (a)      if by personal in-hand delivery, or by facsimile with
                  confirmed transmissions, when performed;

         (b)      if mailed by air mail, 14 days after being deposited in the
                  mail, postage prepaid; or

         (c)      by air courier, 3 days after delivery to the air courier
                  company.

19.8     FORCE MAJEURE

         In the event that either party is prevented from performing or is
         unable to perform any of its obligations under this Agreement due to
         any act of God, fire, casualty, flood, war, strike, lockout, failure of
         public utilities, injunction or any act, exercise, assertion or
         requirement of governmental authority, including any governmental law,
         order regulation permanently or temporarily prohibiting or reducing the
         level of the manufacture of Licensed Product, epidemic, destruction of
         production facilitates, riots, insurrection, inability to procure or
         use materials, labour, equipment, transportation or energy sufficient
         to meet manufacturing needs; or any other cause beyond the reasonable
         control of the party invoking this clause 19.8 provided such party
         shall have used its best efforts to avoid such occurrence; such party
         shall give notice to the other party in writing promptly, and thereupon
         the affected party's performance shall be excused and the time for
         performance shall be extended for the period of delay or inability to
         perform due to such occurrence.

19.9     WAIVER

         The waiver by either party of a breach or a default of any provision of
         this Agreement by the other party shall not be construed as a waiver of
         any succeeding breach of the same or any other provision, nor shall any
         delay or omission on the part of either party to exercise or avail
         itself of any right, power or privilege that it has or may have
         hereunder operate as a waiver of any right, power or privilege by such
         party.

19.10    PARTIAL INVALIDITY

         The parties to this Agreement desire and intend that the terms and
         conditions of this Agreement be enforced to the fullest extent
         permissible under the laws and public policies applied in each
         jurisdiction where enforcement is sought. If any particular term or
         condition of this Agreement is adjudicated , or becomes by operation of
         law, invalid or unenforceable, this Agreement will be deemed amended to
         delete the portion which is adjudicated, or which becomes by operation
         of law, invalid or unenforceable, provided, however, that where
         possible, a particular term or condition will be reduced to the extent
         necessary to permit the remainder of the particular term or condition
         to be enforced, the deletion or reduction to apply only with respect to
         the operation of the term or condition and the remainder of this
         Agreement to remain in full force and effect. A deletion or reduction
         of any term or condition will apply only with respect to the operation
         of that term or condition in the particular jurisdiction in which such
         adjudication is made or becomes by operation of law, invalid or
         unenforceable.

19.11    COUNTERPARTS; ENGLISH LANGUAGE

         This Agreement may be executed in any number of counterparts, each of
         which shall be deemed an original but all of which together shall
         constitute one and the same instrument. This Agreement is entered into
         in the English language. In the event of any dispute concerning the
         construction or meaning of this Agreement, reference shall be made only
         to this Agreement as written in English and not to any translation
         hereof into any other language, and this English language version shall
         be controlling for all purposes.

                                       21
<PAGE>

20.      DISPUTES

20.1     ALTERNATIVE DISPUTE RESOLUTION PROCEDURE

         (a)      A party must not start arbitration or court proceedings
                  (except proceedings seeking interlocutory relief) in respect
                  of 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, specifying the nature of the
                  Dispute.

         (c)      Within 14 days after a notice is given under clause (b), each
                  party to the Dispute must nominate in writing a representative
                  authorised to settle the Dispute on its behalf.

         (d)      Each party must ensure that, during the 30 day period after a
                  notice is given under clause (b) (or longer period agreed
                  between the parties), its representative uses his or her best
                  endeavours, with the other representatives and the Joint
                  Steering Committee:

                  (i)      to resolve the Dispute; or

                  (ii)     to agree on:

                           (A)      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);

                           (B)      the selection and payment of any third party
                                    to be engaged by the parties and the
                                    involvement of any dispute resolution
                                    organisation;

                           (C)      any procedural rules;

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

                           (E)      the place where meetings will be held.

         (e)      The role of any third party is to assist in negotiating a
                  resolution of the Dispute. A third party may not make a
                  decision that is binding on a party unless that party's
                  representative has so agreed in writing.

         (f)      Each party:

                  (i)      must keep confidential all information or documents
                           disclosed by a representative under this clause; and

                  (ii)     must not use such information or documents except to
                           attempt to settle the Dispute.

         (g)      Each party must bear its own costs of resolving a Dispute
                  under this clause and the parties must bear equally the costs
                  of any third party engaged.

         (h)      After the 30 day period referred to in clause (d) (or longer
                  period agreed between the parties), a party that has complied
                  with clauses (b) to (d) may terminate the dispute resolution
                  process by giving notice to the other parties to the Dispute.

         (i)      If a party to a Dispute does not comply with any provision of
                  clauses (a) to (d) the other parties to the Dispute are not
                  bound by clauses (a) to (d).

21.               INTERPRETATION

         In this Agreement, except to the extent the context otherwise requires:

         (a)      the singular includes the plural and vice versa and a gender
                  includes other genders;

         (b)      a reference to a party is to be construed as a reference to a
                  party to this Agreement;

         (c)      a reference to a party to this Agreement or any other document
                  or agreement includes its successors and permitted assigns;

         (d)      a reference to an item in the Background, clause, schedule,
                  annexure or appendix is a reference to an item in the
                  Background, clause of or schedule, annexure or appendix to
                  this Agreement and references to this Agreement include its
                  schedules and any annexures;

                                       22
<PAGE>

         (e)      where a word or phrase is given a particular meaning, other
                  parts of speech or grammatical forms of that word or phrase
                  have corresponding meanings;

         (f)      a reference to a document or agreement including this
                  Agreement includes a reference to that document or agreement
                  as amended, novated, supplemented, varied or replaced from
                  time to time;

         (g)      in the interpretation of this Agreement, headings are to be
                  disregarded;

         (h)      references to `***' are to *** unless otherwise indicated.

                                       23
<PAGE>

SCHEDULE
--------------------------------------------------------------------------------

JOINT STEERING COMMITTEE MEMBERS    ChemGenex:          Dennis Brown

                                                        Harry Pedersen


                                    Stragen:            Antoine Tetard

                                                        2nd member to be advised


CONTACT OFFICER                     ChemGenex:          Harry Pedersen

                                    Stragen:            Antoine Tetard


                                       24
<PAGE>

EXECUTED as an agreement.


EXECUTED for and on behalf of                    )
CHEMGENEX PHARMACEUTICALS LIMITED                )
by authority of the directors in the presence of:)
                                                 )
<TABLE>
<CAPTION>

         ---------------------------------------------------           -------------------------------------------------
<S>     <C>                                                    <C>    <C>
/~       Director                                               /~     Director/Secretary



         Greg Collier                                                     James Campbell          Authorised signatory
         ---------------------------------------------------           -------------------------------------------------
/~       Full name of director                                  /~     Full name of director/secretary


EXECUTED for and on behalf of        )
STRAGEN INVESTMENT B.V. by authority )
of the directors in the presence of: )
                                     )

         ---------------------------------------------------           -------------------------------------------------
/~       Director                                               /~     Director/Secretary



         Jan Versteeg                                                     Johan Versluis
         ---------------------------------------------------           -------------------------------------------------
/~       Full name of director                                  /~     Full name of director/secretary


EXECUTED for and on behalf of          )
STRAGEN PHARMA S.A. by authority of the)
directors in the presence of:          )
                                       )

         ---------------------------------------------------           -------------------------------------------------
/~       Director                                               /~     Director/Secretary



        Jean Luc Tetard                                                   Antoine Tetard
         ---------------------------------------------------           -------------------------------------------------
/~       Full name of director                                  /~     Full name of director/secretary
</TABLE>

                                       25
<PAGE>

ANNEXURE A
Stragen Patents

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------

                                            PATENTS PORTFOLIO OF STRAGENPHARMA

Liste des Criteres de selections

                           Titre abrege                         cephalotaxanes

-------------------------------------------------------------------------------------------------------------------------
Short title         Country Protected as       Status   Your     Based on    Filing     Filing      Date of     Number
                                                        ref                  date       number      grant       of grant
-------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                  <C>                <C>          <C>        <C>    <C>   <C>        <C>
CEPHALOTAXANES          US  Patent             in                FR 98       30/03/2001 09/817 176  02/09/2003  6,613,900
                            (Continuation in   force             03492
                            part)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          FR  Patent             in                            20/03/1998 98 03492    10/09/2004  98 03492
                                               force
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          US  Patent             in                FR 98       16/03/1999 09/ 270     14/12/2004  6,831,180
                                               force             03492                  006
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          AT  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          BE  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          CH  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          CY  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          DE  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          DK  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          EP  European patent    Validated         FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            -----------------                    03492
                            (Euro/PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          ES  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          FI  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          FR  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          GB  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          GR  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          IE  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          IT  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          LU  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          MC  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          NL  European patent    in                FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force             03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------

06 JUIN 2005                                                                                     PAGE 1 DE 2

                                       26
<PAGE>

                                            PATENTS PORTFOLIO OF STRAGENPHARMA


Liste des Criteres de selections
                                                Titre abrege cephalotaxanes

-------------------------------------------------------------------------------------------------------------------------
Short title         Country Protected as       Status   Your    Based on    Filing     Filing      Date of     Number
                                                        ref                 date       number      grant       of grant
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          PT  European patent    in               FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force            03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          SE  European patent    in               FR 98       17/03/1999 99942587.9  16/02/2005  1 064 285
                            (Validation)       force            03492
                            (PCT)
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          JP  Patent             in               FR 98       17/03/1999 2000-537877
                            application (PCT)  force            03492
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          CN  Patent             in               FR 98       17/03/1999 99806044.5
                            application (PCT)  force            03492
-------------------------------------------------------------------------------------------------------------------------
CEPHALOTAXANES          US  Application for    in               FR 98       25/06/2004 10/877 067
                            continuation in    force            03492
                            part
-------------------------------------------------------------------------------------------------------------------------

06 JUIN 2005                                                                                     PAGE 2 DE 2

                                       27
<PAGE>

                                            PATENTS PORTFOLIO OF STRAGENPHARMA


Liste des Criteres de selections
                                                 Titre abrege           HOMOHARRINGTONINE COMBINATION%

---------------------------------------------------------------------------------------------------------------------------------
Short title                 Country Protected as       Status  Your     Based on     Filing     Filing      Date of    Number
                                                               ref                   date       number      grant      of grant
---------------------------------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE               EP  European patent    in               US 60/316    05/09/2002 02772653.8
COMBINATION THERAPY FOR             application        force            967
CML                                 (Euro/PCT)
---------------------------------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE               HK  Patent             in               US 60/316    05/09/2002 05101068 0
COMBINATION THERAPY FOR             application by     force            967
CML                                 registration
---------------------------------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE               US  Application for    in               US 60/316    05/09/2002 10/397,267
COMBINATION THERAPY FOR             continuation in    force            967
CML                                 part (PCT)
---------------------------------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE               CA  Patent             in               US 60/316    05/09/2002 2,459,822
COMBINATION THERAPY FOR             application (PCT)  force            967
CML
---------------------------------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE               JP  Patent             in               US 60/316    05/09/2002 2003-524561
COMBINATION THERAPY FOR             application (PCT)  force            967
CML
---------------------------------------------------------------------------------------------------------------------------------

06 JUIN 2005                                                                                     PAGE 1 DE 1

                                       28
<PAGE>

                       PATENTS PORTFOLIO OF STRAGENPHARMA


Liste des Criteres de selections
                                                 Titre abrege              HOMOHARRINGTONINE COMBINATION%

---------------------------------------------------------------------------------------------------------------------------------
Short title                  Country  Protected as        Status  Your     Based on      Filing     Filing      Date     Number
                                                                  ref                    date       number      of       of grant
                                                                                                                grant
---------------------------------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE                 EP  European patent     in               US 60/316     05/09/2002 02772653.8
COMBINATION THERAPY FOR CML           application         force            967
                                      (Euro/PCT)
---------------------------------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE                 HK  Patent              in               US 60/316     05/09/2002 05101068 0
COMBINATION THERAPY FOR CML           application by      force            967
                                      registration
---------------------------------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE                 US  Application for     in               US 60/316     05/09/2002 10/397,267
COMBINATION THERAPY FOR CML           continuation in     force            967
                                      part (PCT)
---------------------------------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE                 CA  Patent              in               US 60/316     05/09/2002 2,459,822
COMBINATION THERAPY FOR CML           application (PCT)   force            967
---------------------------------------------------------------------------------------------------------------------------------
HOMOHARRINGTONINE                 JP  Patent              in               US 60/316     05/09/2002 2003-524561
COMBINATION THERAPY FOR CML           application (PCT)   force            967
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

06 JUIN 2005                                                         PAGE 1 DE 1

                                       29
<PAGE>

ANNEXURE B
Licensed Product specifications

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------



HOMOHARRINGTONINE FOR INJECTION, 5MG VIAL

DRUG PRODUCT SPECIFICATIONS



-----------------------------------------------------------------------------------------------------

TESTS                                     SPECIFICATIONS
-----------------------------------------------------------------------------------------------------

Appearance                                White to off-white lyophilized powder
-----------------------------------------------------------------------------------------------------
<S>                                       <C>     <C>
Identification
                                          o        Retention time matches the reference standard.
o        HPLC
-----------------------------------------------------------------------------------------------------

Constituted solution (2,5ml NaC1 0,9%)
-        Appearance                       -        Complete dissolution,
                                          -        Colorless and clear, free from foreign particles
-----------------------------------------------------------------------------------------------------
-        Particulate matter (USP(788))
-        > 10im
         -
-        > 25 im                          -        not more than 6000
         -                                -        not more than 600
-----------------------------------------------------------------------------------------------------

pH (2,5ml NaC1 0,9%)                       5,5 - 7,0
-----------------------------------------------------------------------------------------------------

Water content (USP (921))                  > 5.0% (to be confirmed)
                                           -
-----------------------------------------------------------------------------------------------------

Related substances (HPLC)                        At release                  At shelf-life
-        Single (largest)
-        Total                             > 0,15%                                            > 0,5%
                                           -                                                  -
                                           > 0,3%                           To be determined  > 1,0%
                                           -                                                  -
-----------------------------------------------------------------------------------------------------

Assay (HPLC)                               95,0% - 105,0%
-----------------------------------------------------------------------------------------------------

Uniformity of content (USP (905))          Complies Eur.Ph. and USP requirements
------------------------------------------------------------------------------------------------------

Sterility (USP (717))                      Sterile
-----------------------------------------------------------------------------------------------------

Bacterial endotoxins (USP (85))            Not more than 38,8 EU/mg
------------------------------------------------------------------------------------------------------


                                       30
<PAGE>




ANNEXURE C
Specifications for bulk HHT

---------------------------------------------------------------------------------------------------



HOMOHARRINGTONINE

DRUG SUBSTANCE SPECIFICATIONS


----------------------------------------------------------------------------------------------------

TESTS                                      SPECIFICATIONS
----------------------------------------------------------------------------------------------------

Appearance                                 White to off-white powder
----------------------------------------------------------------------------------------------------

Identification
                                           o        Spectrum similar to the reference spectrum
o        IR spectrum                       o        Retention time matches the reference standard
o        HPLC
----------------------------------------------------------------------------------------------------
                                           -        not more than 3.0%
Water content (USP <921>)
----------------------------------------------------------------------------------------------------

Related substances (HPLC)
-        4 DMHHT                           -        not more than 0,15%
-        HHT (+,+)                         -        not more than 0,15%
-        Other single impurity             -        not more than 0,10%
-        Total impurities                  -        not more than 0,30%

----------------------------------------------------------------------------------------------------

Assay (HPLC)                                97.0% - 102.0% (anhydrous substance)
----------------------------------------------------------------------------------------------------

Residual solvents (GC)
-        Dichloromethane                   -        not more than 600ppm
-        Methanol                          -        not more than 3000ppm

----------------------------------------------------------------------------------------------------
                                           -        not more than 0,2%
Sulphated ash
----------------------------------------------------------------------------------------------------

Heavy metals (USP (231))                    < 20 ppm
                                            -
----------------------------------------------------------------------------------------------------
</TABLE>

                                       31
<PAGE>

ANNEXURE D
Inveresk Invoice

--------------------------------------------------------------------------------

                                                               [GRAPHIC OMITTED]

Stragen Pharma S.A
3 rue Hugo-de-Senger
PO Box 017
CH-1211 Geneva 4
Switzerland

ATTN: DR ANTOINE TETARD
MEDICAL DIRECTOR
                                            VAT NO GB 735349127
                                                        INVOICE
                                                           8925

18-Feb-05                       Ref: AO2362/05/01/SK


         SERVICES FOR THE CLINICAL CONDUCT OF A STUDIES IN PATIENTS WITH
                ACCELERATED PHASE CHRONIC MYELOID LEUKAEMIA (CML)
        AND PATIENTS WITH ACCELERATED PHASE ACUTE MYELOID LEUKAEMIA (AML)


DIRECT COSTS                                                           EUR


Signature of LOI                                                       ***


TOTAL AMOUNT DUE                                                       ***


Please arrange a transfer in the sum of                                (EURO)***
to the following account:

The Royal Bank of Scotlalnd Plc
St Andrews Square Office
Edinburgh Scotland
EH2 2AD

Sort Code                  83-06-08
Account No                 837070 10020103
Account Name               Inveresk Research Ltd
IBAN                       G850 RBOS 8375 7010 0261 03
BIC                        RBOS GB 2L

PAYMENT DUE WITHIN 30 DAYS
Send Cheques Remittance Advice For The Attention of Tracey Kirkpatrick,
Inveresk Research Limited, Tranent, EH33 2NE, Scotland




            Tranent, Edinburgh EH33 2NE, UK Tel: + 44 (0) 1875 614545
                            Fax + 44 (0) 1875 614555
                    Email: info@inveresk.com www.inveresk.com

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TABLE OF CONTENTS

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<S>      <C>                                                                                                    <C>
1.       DEFINITIONS..............................................................................................1

2.       SCOPE OF LICENCE.........................................................................................4

3.       ROYALTIES................................................................................................5

4.       DEVELOPMENT EXCLUSIVITY..................................................................................8

5.       CONDITION PRECEDENT......................................................................................8

6.       EUROPEAN JOINT VENTURE...................................................................................8

7.       JOINT STEERING COMMITTEE.................................................................................9

8.       CONTACT OFFICERS........................................................................................10

9.       CLINICAL DEVELOPMENT AND DILIGENCE OBLIGATIONS..........................................................10

10.      REPRESENTATIONS AND WARRANTIES..........................................................................11

11.      INTELLECTUAL PROPERTY...................................................................................12

12.      INDEMNIFICATION.........................................................................................14

13.      LIMITATION ON LIABILITY.................................................................................15

14.      TERM AND TERMINATION....................................................................................16

15.      ADVERTISING AND PUBLICITY...............................................................................16

16.      OPTION..................................................................................................17

17.      CONFIDENTIALITY.........................................................................................18

18.      LICENSE OF INTELLECTUAL PROPERTY RIGHTS FROM STRAGEN PHARMA TO STRAGEN..................................18

19.      MISCELLANEOUS...........................................................................................19

20.      DISPUTES................................................................................................22

21.      INTERPRETATION..........................................................................................22

ANNEXURE A.......................................................................................................26

         Stragen Patents.........................................................................................26

ANNEXURE B.......................................................................................................30

         Licensed Product specifications.........................................................................30

ANNEXURE C.......................................................................................................31


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         Specifications for bulk HHT.............................................................................31

ANNEXURE D.......................................................................................................32

         Inveresk Invoice........................................................................................32
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