Exhibit 3.2(z)

"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 SUPPLY AND DISTRIBUTION AGREEMENT

Made on  June 27, 2005

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BETWEEN         CHEMGENEX PHARMACEUTICALS LIMITED ACN 000 248 304

                                                                   (`CHEMGENEX')

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

                                                                     (`STRAGEN')

BACKGROUND

A.       Stragen has an expertise in the manufacture and supply of
         semi-synthetic homoharringtonine (HHT) pharmaceutical products, product
         registration and distribution in Europe, and holds patents and
         intellectual property licences for the method of manufacture of
         semi-synthetic HHT and for HHT analogs.

B.       ChemGenex desires to obtain the exclusive right to distribute HHT
         products manufactured by Stragen throughout the world with the
         exception of Europe.

C.       Stragen is prepared to manufacture HHT products for ChemGenex on an
         exclusive basis.

D.       Stragen and ChemGenex agree to the terms of supply and distribution as
         contained in this Agreement.

E.       ChemGenex and Stragen agree to form a joint venture in Europe which
         will be the sole owner of market authorization and sole distributor of
         HHT in Europe.

OPERATIVE PROVISIONS

1.       DEFINITIONS

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

         `AFFILIATE' means, with respect to any Person, any other Person which,
         directly or indirectly, owns or controls, or is owned or controlled by,
         or is under common control with, the specified Person. 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 Supply and Distribution Agreement;

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         `APPROVAL' means approval of a Licensed Product by the FDA for sale by
         ChemGenex or its Affiliates or Subdistributors for any specific
         indication in the Field to independent third parties in the United
         States of America;

         `BULK HHT' means bulk formulation HHT conforming to the specifications
         in Annexure B.

         `CHEMGENEX' means ChemGenex Pharmaceuticals Limited and includes any of
         its Affiliates;

         `CONFIDENTIAL INFORMATION' 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 and includes the
         information the subject of the mutual non-disclosure agreement dated
         March 22, 2005 and signed between ChemGenex Pharmaceutical, Inc and
         Stragen Pharma SA; provided, however, that Confidential Information
         shall not include:

         (a)      information which 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

         (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;

         `DEVELOPMENT AND COMMERCIALISATION AGREEMENT' means the agreement for
         the development and commercialisation of Products made between the
         parties on the same date as this Agreement;

         `EFFECTIVE DATE' means the date of this Agreement;

         `EUROPE' 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;

         `EUROPEAN JOINT VENTURE' means the joint venture for Europe referred to
         in the Development and Commercialisation Agreement;

         `FDA' means the United States Food and Drug Administration or any
         successor entity;

         `FIELD' means the treatment of cancer in humans;

         `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;

         `JOINT VENTURE AGREEMENT' means the joint venture agreement referred to
         in clause 7.1;

         `JOINT VENTURE ENTITY' means the European Joint Venture entity referred
         to in the Development and Commercialisation Agreement;

         `JV TERRITORY' means Europe;

         `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;

         `NET SALES' means ChemGenex's and its Affiliates' gross sales prices of
         Licensed Product billed to unaffiliated customers in the future (if
         any) less:

         (a)      to the extent such amounts are included in the invoiced sales
                  prices, credits for spoiled, damaged, returned, rejected or
                  out-dated product or billing errors;

         (b)      quantity and other trade discounts and early settlement
                  discounts actually allowed or paid;

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<PAGE>

         (c)      reasonable commissions paid to third party distributors,
                  brokers or agents other than sales personnel and sales
                  representatives employed by ChemGenex;

         (d)      transportation, insurance and handling expenses to the extent
                  chargeable to such sales;

         (e)      sales, value-added and other direct taxes incurred with
                  respect to the sales;

         (f)      customs duties and surcharges and other governmental charges
                  incurred in connection with the exportation or importation of
                  the Licensed Product; and

         (g)      legally mandated rebates, if any;

         Sales between or among ChemGenex and its Affiliates will be excluded
         from the computation of Net Sales, but the subsequent and final sales
         to third parties by such Affiliates will be included within Net Sales.

         Any part of Net Sales received by ChemGenex or an Affiliate of
         ChemGenex that is computed in a currency other than US Dollars will be
         translated into US Dollars as follows: the exchange rate will be the
         average of:

         (h)      the rate applicable on the last business day of the month
                  prior to the month of sale; and

         (i)      the rate applicable on the last business day of the month in
                  which the sale was made (each published in the New York
                  edition of the Wall Street Journal); provided that if between
                  the date such sales were made and the date the royalty with
                  respect to such sales is payable pursuant to clause 5.4 the
                  exchange rates change to such a degree so as to result in
                  significant economic detriment to one of the parties, the
                  parties will mutually agree on an exchange rate to apply to
                  such Net Sales that allocates such detriment equally to both
                  parties;

         `OFF-LABEL STUDIES' means pilot or marketing directed studies
         (including current and planned Phase 2 studies in CML, MDS and AML) not
         related to medical agencies requests or to registration or confirmation
         studies;

         `PERSON' means any individual, corporation, partnership, limited
         liability company, business trust, business association, governmental
         entity, governmental authority or other legal entity;

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

         `SPECIFICATIONS' means the specifications contained in Annexures A and
         B of this Agreement;

         `STRAGEN' means Stragen Investments B.V. and includes any of its
         Affiliates;

         `STRAGEN KNOW-HOW' means proprietary techniques and data 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:

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

         (k)      is within the control of Stragen;

         `STRAGEN PATENT RIGHTS' has the meaning given to that term in the
         Development and Commercialisation Agreement;

         `SUBDISTRIBUTORS' shall mean such subdistributors or clinical trial
         services agents as ChemGenex may appoint in accordance with clause 3;

         `TECHNOLOGY' means data, manufacturing know-how, regulatory submissions
         and other intellectual property that is either in the possession of
         Stragen as of the date hereof or developed by Stragen during the term
         of this Agreement in relation to the Licensed Products or in connection
         with any additional regulatory approvals to market 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

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<PAGE>

         Stragen or any of its Affiliates in either case, owned, controlled by,
         or licensed (with the right of sub-licence to Stragen) 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; and

         `VALID CLAIM' has the meaning given to that term in the Development and
         Commercialisation Agreement.

2. APPOINTMENT AND LICENCE GRANTS

2.1      APPOINTMENT

         (a)      Subject to sub-clause 2.1(c) and clause 2.1(d) of the
                  Development and Commercialisation Agreement, and in
                  consideration for the covenants provided by ChemGenex under
                  this Agreement and the Development and Commercialisation
                  Agreement, Stragen licenses ChemGenex and the Joint Venture
                  Entity as its exclusive distributors to promote, advertise,
                  distribute and sell the Licensed Product in every country in
                  the Territory and JV Territory, respectively, during the term
                  of this Agreement.

         (b)      Subject to sub-clause 2.1(c), during the term of this
                  Agreement Stragen will not manufacture (or cause to be
                  manufactured) any HHT Products for distribution or sale by any
                  Person other than ChemGenex or its Subdistributors or
                  sublicensees within the Territory, or the Joint Venture Entity
                  within the JV Territory.

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

2.2      CONDITION PRECEDENT

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

3.       SUBDISTRIBUTORS

         ChemGenex may appoint one or more of its Affiliates or one or more
         other Persons to act as a subdistributor or clinical trial services
         agent for the Licensed Product in the Territory, provided that:

         (a)      no such appointment will reduce the liability of ChemGenex
                  under this Agreement; and

         (b)      ChemGenex shall be liable for the actions and omissions of any
                  Subdistributor as if the action or omission were ChemGenex's
                  own.

4.                SUPPLY

4.1      EXCLUSIVE SUPPLY REQUIREMENTS

         (a)      Stragen will sell to ChemGenex or its Subdistributors or
                  sublicensees all of their HHT requirements for:

                  (i)      the Licensed Products for sale in the Field by
                           ChemGenex or its Subdistributors or sublicensees;

                  (ii)     conducting clinical trials of HHT Products in the
                           Field anywhere in the world; and

                  (iii)    Bulk HHT for use outside of the Field or for the
                           manufacture of HHT Products other than Licensed
                           Products for sale within the Field, anywhere in the
                           world,

                  at the prices set out in clause 5.

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<PAGE>

         (b)      Subject to subclauses (c) and (d) below, Stragen will not, and
                  must ensure that its subcontractors do not, sell HHT Products
                  to any Person other than ChemGenex or ChemGenex's
                  Subdistributors or sublicensees.

         (c)      Stragen will supply to the Joint Venture Entity all of its
                  requirements for Licensed Products for sale in the Field in
                  the JV Territory at the following price:

                  (i)      *** per vial of 5mg of the Licensed Products (CIP -
                           Incoterms 2000).

         (d)      ChemGenex will purchase from Stragen all of its HHT
                  requirements for:

                  (i)      the sale of the Licensed Products in the Field within
                           the Territory by ChemGenex or a ChemGenex
                           Subdistributor;

                  (ii)     conducting clinical trials of Licensed Products in
                           the Field anywhere in the world; and

                  (iii)    Bulk HHT required for the manufacture for sale by
                           ChemGenex or ChemGenex's Subdistributors of:

                           (A)      HHT Products (including for the avoidance of
                                    doubt Licensed Products) outside of the
                                    Field; or

                           (B)      HHT Products other than Licensed Products in
                                    the Field.

4.2      STRAGEN'S SUPPLY RESPONSIBILITIES

         (a)      Stragen shall use all commercially reasonable endeavours to
                  manufacture or otherwise supply sufficient quantities of the
                  HHT Products to ChemGenex to satisfy ChemGenex's purchase
                  requirements as notified in accordance with clause 5.3, or as
                  notified by the joint steering committee pursuant to the
                  Development and Commercialisation Agreement.

         (b)      Stragen will be solely responsible for all regulatory
                  compliance required with respect to the manufacture, testing
                  and supply of HHT Products.

         (c)      Stragen will at its own cost be responsible for primary
                  labelling and packaging of all HHT Products supplied under
                  this Agreement in accordance with all regulatory requirements
                  for commercial supply.

4.3      PURCHASE REQUIREMENTS

         ChemGenex and the Joint Venture Entity (when established) shall during
         the term of this Agreement provide regular *** monthly rolling
         forecasts in writing of its requirements for HHT Products for the
         period of *** months ahead and any revisions to those estimates,
         promptly after they are made and for order purposes, no later than ***
         days before the beginning of each *** monthly period. Any orders for
         HHT Products shall be delivered by ChemGenex and the Joint Venture
         Entity to Stragen at least *** days before the required date for
         delivery of such Products. Orders can not be less than ***% or more
         than ***% of the amount indicated in the previous *** monthly rolling
         forecast unless previously agreed with Stragen.

4.4      ORDERS

         ChemGenex and the Joint Venture Entity must submit to Stragen a firm
         purchase order using the standard form of purchase order attached as
         Annexure C. Any purchase orders for HHT Product submitted by ChemGenex
         or the Joint Venture Entity must reference this Agreement and will be
         governed exclusively by the terms contained herein. Any term or
         condition in any purchase order, confirmation, or other document
         furnished by ChemGenex, the Joint Venture Entity or Stragen that is in
         any way inconsistent with the terms and conditions of this Agreement is
         hereby expressly rejected.

4.5      SHIPPING TERMS

         (a)      Each shipment of Licensed Products and Bulk HHT shall be
                  delivered to ChemGenex or its Subdistributor or sublicensee or
                  the Joint Venture Entity CIP (Incoterms 2000) to the

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<PAGE>

                  destination specified by ChemGenex or the Joint Venture Entity
                  in their purchase order form.

         (b)      For clinical studies Licensed Products will be delivered CIP
                  (Incoterms 2000) to the subcontractor of ChemGenex and
                  ChemGenex will be responsible for the preparation of clinical
                  kits and dispatching to investigating sites.

4.6      TESTING OF HHT PRODUCTS

         Stragen must test or cause to be tested, all HHT Products in accordance
         with the Specifications before delivery. Stragen will at its own
         expense provide ChemGenex or the Joint Venture Entity with all
         necessary manufacturing test data required by either and ChemGenex and
         the Joint Venture Entity will be responsible for releasing each lot of
         HHT Products for either clinical or commercial use. Each test conducted
         by Stragen must set forth the items tested, specifications and test
         results in a certificate of analysis, which shall accompany each lot
         delivered. ChemGenex and the Joint Venture Entity shall be entitled to
         rely on such certificate for all purposes of this Agreement.

4.7      ACCEPTANCE

         (a)      ChemGenex and the Joint Venture Entity shall, within 30 days
                  of receipt of each shipment of HHT Products, notify Stragen in
                  writing of any defect by reason of which ChemGenex or the
                  Joint Venture Entity alleges that the HHT Products delivered
                  fails to meet the specifications warranted by Stragen as
                  provided in clause 8.1 and which should be apparent on
                  reasonable inspection. If ChemGenex or the Joint Venture
                  Entity notifies Stragen of any defect in a shipment of HHT
                  Products, Stragen shall have the right, but not the
                  obligation, to send one or more quality control
                  representatives to retest such Products in co-operation with
                  quality control representatives of ChemGenex or the Joint
                  Venture Entity. ChemGenex and the Joint Venture Entity shall
                  store all shipments of the Products in accordance with storage
                  specifications established by Stragen. In the event of a
                  disagreement between ChemGenex or the Joint Venture Entity and
                  Stragen regarding the quality of one or more shipments of HHT
                  Products, the parties shall submit samples of the shipment in
                  question to an independent testing laboratory (selected by
                  mutual agreement of ChemGenex and Stragen) to make a
                  determination, which shall be binding upon the parties, as to
                  the compliance or lack of compliance of such shipment with the
                  specifications warranted by Stragen.

         (b)      Neither ChemGenex nor the Joint Venture Entity will be obliged
                  to accept any defective shipments, nor the cost of carriage or
                  insurance of defective shipments, and may at ChemGenex's or
                  the Joint Venture Entity's election return the defective
                  shipment to Stragen at Stragen's cost. Stragen shall promptly
                  credit ChemGenex or the Joint Venture Entity for all
                  reasonable costs incurred by ChemGenex or the Joint Venture
                  Entity in respect of any defective shipments. Title and risk
                  in any defective shipments notified to Stragen in accordance
                  with this clause will be with Stragen. ChemGenex and the Joint
                  Venture Entity will be entitled to offset any payments
                  required to be made by them to Stragen under this Agreement,
                  or under the Development and Commercialisation Agreement, with
                  any amounts payable by Stragen to them pursuant to this
                  clause.

         (c)      If ChemGenex or the Joint Venture Entity fail to give such a
                  notice under this clause then, except in respect of any defect
                  which is not apparent on reasonable inspection, the HHT
                  Products shall be presumed to meet the specifications
                  warranted by Stragen as provided in clause 8.1, and
                  accordingly ChemGenex or the Joint Venture Entity shall be
                  deemed to have accepted the delivery of the HHT Products in
                  question.

4.8      CHEMGENEX ACCESS TO PREMISES

         Stragen will provide or use its best endeavours to procure for
         ChemGenex the right to access any facilities used for manufacturing or
         packaging HHT Products on 3 months notice and during normal business
         hours.

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<PAGE>

4.9      INTERRUPTION OF SUPPLY

         Stragen agrees to keep a minimal stock equivalent to *** months of HHT
         Products beyond already accepted firm orders. In case of any
         interruption of supply by Stragen, whether as a result of force majeure
         events or failure of Stragen for any reason to meet ChemGenex's or the
         Joint Venture Entity's supply requirements, the parties will cooperate
         to seek to provide ChemGenex or the Joint Venture Entity with an
         alternate source of supply (including seeking to validate an
         alternative manufacturing source) for the period in which (or for the
         amount of Products that) Stragen is unable to supply ChemGenex or the
         Joint Venture Entity.

4.10     CONFLICTING TERMS

         Subject to the Development and Commercialisation Agreement, this
         Agreement sets forth the entire understanding between the parties
         relating to the subject matter hereof and shall govern all transactions
         between the parties contemplated hereby. Except for terms relating only
         to: quantities, ship dates, packaging instructions and delivery
         destinations, none of the terms and conditions contained on any
         purchase order, invoice or similar document shall have any effect upon
         or change the provisions of this Agreement unless signed by both
         parties and clearly indicating that the parties intend to vary the
         terms hereof.

4.11     THIRD PARTY MANUFACTURE AND SUPPLY

         ChemGenex acknowledges that Stragen has appointed or may appoint a
         third party agent or sub-contractor as shall be reasonably acceptable
         to ChemGenex to manufacture Products on Stragen's behalf. Stragen shall
         be liable to ChemGenex and the Joint Venture Entity for all the actions
         and omissions of the agent or sub-contractor as if the action or
         omission were Stragen's own.

5. PRODUCT PRICING; PAYMENT

5.1      PURCHASE PRICE

         ChemGenex (or the Joint Venture Entity, where applicable) shall
         purchase the HHT Products from Stragen at the following prices:

         (a)      For HHT Product intended for use in registration directed
                  clinical trials, including but not limited to CML tyrosine
                  kinase inhibitors failure study and CML 315 mutation study:

                  (i)      *** per 5 milligram vial PROVIDED THAT ChemGenex will
                           within 45 days after receipt of the relevant
                           Approval, pay Stragen a further *** for each 5
                           milligram vial purchased from Stragen for use in the
                           registration directed trials prior to the Approval.

         (b)      For Licensed Products intended for re-sale by ChemGenex or a
                  ChemGenex Subdistributor to unaffiliated third parties in the
                  Field in the Territory, or where ChemGenex enters into
                  co-promotion agreement with another company for the
                  commercialisation of Licensed Products in the Field and in the
                  Territory:

                  (i)      ***% of Net Sales.

         (c)      For Licensed Products purchased by a sublicensee of
                  ChemGenex's rights under the Development and Commercialisation
                  Agreement in the Field, ChemGenex must pay Stragen's
                  Manufacturing Cost and ChemGenex must pay the royalty payable
                  to Stragen under clause 3.1(b) or clause 3.1(c) of the
                  Development and Commercialisation Agreement (if any).

         (d)      For Licensed Products intended for re-sale by the Joint
                  Venture Entity in the Field in the JV Territory:

                  (i)      Stragen's Manufacturing Cost.

         (e)      For HHT Product intended for use in Phase 4 confirmation
                  studies required by regulatory agencies as a condition to
                  accelerated approval based on Phase 2 studies:

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<PAGE>

                  (i)      Stragen's Manufacturing Cost.

         (f)      For HHT Product intended for use in Off-Label Studies,
                  including current and future Phase 2 studies in CML, AML and
                  MDS, and for pre-clinical and toxicology studies:

                  (i)      No charge.

         (g)      For Bulk HHT intended for use outside of the Field or for the
                  manufacture of HHT Products other than Licensed Products in
                  the Field:

                  (i)      *** per milligram for development quantities and ***
                           per milligram for commercial quantities.

5.2      WITHHOLDING TAX

         Any tax which ChemGenex is required to pay or withhold from payments to
         be made to Stragen under this Agreement will be deducted from the
         amount otherwise due, provided that, in regard to any such deduction,
         ChemGenex must give Stragen such assistance as may be reasonably
         necessary to enable or assist Stragen to claim an exemption or a
         reduction and will provide Stragen with an official tax certificate as
         soon as possible.

5.3      INVOICES FOR PAYMENTS

         (a)      Stragen shall submit a written invoice addressed to ChemGenex
                  or the Joint Venture Entity for each shipment to be made to
                  ChemGenex or its sublicensees or to the Joint Venture Entity
                  under clauses 5.1(a), 5.1(d), 5.1(e), 5.1(f) or 5.1(g) of this
                  Agreement. For Licensed Products to which clause 5.1(b)
                  applies, Stragen will submit an invoice based on an estimated
                  Net Sales price per vial (as agreed to by ChemGenex from time
                  to time, acting reasonably). The estimated Net Sales price
                  will be adjusted quarterly to reflect actual Net Sales. If
                  there is a difference:

                  (i)      in favour of ChemGenex, ChemGenex will be paid by
                           Stragen in free Products, or

                  (ii)     in favour of Stragen, Stragen will issue a
                           supplementary invoice.

                  Stragen shall submit these written invoices within a
                  reasonable period following request from ChemGenex or the
                  Joint Venture Entity.

(b)               For Licensed Products to which clause 5.1(c) applies, Stragen
                  will submit an invoice to ChemGenex after each shipment made
                  to the sublicensee's specified destination. For the avoidance
                  of doubt, the parties agree that the cost per vial will be
                  billed at Stragen's Manufacturing Cost which is defined as ***
                  per 5 milligram vial.

5.4      PAYMENT

         TIMING

         (a)      Payments required to be made by ChemGenex under this Agreement
                  must be paid to Stragen within 45 days after receipt of the
                  Products.

         CURRENCY OF PAYMENT

         (b)      All payments by ChemGenex or the Joint Venture Entity to
                  Stragen under this Agreement must be made in US Dollars.

5.5      REPORTING

         After the first Approval and for the remainder of the term of this
         Agreement, ChemGenex must submit quarterly sales reports to Stragen
         within 30 days following the end of each calendar quarter. Such reports
         must include:

         (a)      an accounting of Net Sales within the Field and the Territory
                  during such quarter on a country by country basis;

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<PAGE>

         (b)      an accounting of the sale price of the units of Licensed
                  Products sold in the Field and in the Territory during such
                  quarter; and

         (c)      the calculation of the amounts owing to Stragen pursuant to
                  this Agreement, including, if applicable, the exchange rates
                  used in determining the amount of US Dollars.

5.6      NO OTHER ROYALTIES

         The payments set out in this clause and clause 5.4 are the only amounts
         payable by ChemGenex to Stragen in connection with the exclusive
         distributor and purchase arrangements and licences for HHT Products
         granted herein.

6.       COMPLAINTS/RECALLS

6.1      COMPLAINTS

         To the extent that it has knowledge thereof, Stragen must promptly
         notify ChemGenex in writing of:

         (a)      any defect in, or condition of, the HHT Products which may
                  cause the HHT Products to violate the applicable laws and
                  regulations of any country in the Territory; and

         (b)      all data on complaints respecting HHT Products.

6.2      RECALL

         (a)      In the event that either party has reason to believe that one
                  or more lots of HHT Products should be recalled or withdrawn
                  from distribution, that party must immediately notify the
                  other party in writing.

         (b)      Unless otherwise required by the relevant health regulatory
                  authorities, Stragen must be notified before ChemGenex
                  initiates any recall, but the decision as to whether or not to
                  initiate a recall of HHT Products in any country in the
                  Territory will be for ChemGenex alone. ChemGenex must maintain
                  adequate sales and service records to enable it to carry out
                  any HHT Product recall and to conduct such recall. If the
                  recall is required because of a failure of the HHT Products to
                  conform to the Specifications or its specifications as
                  provided to the health authorities in any specific country in
                  connection with the registration of the HHT Products, Stragen
                  shall reimburse ChemGenex for the costs and expenses of such
                  recall, and Stragen shall promptly elect to either replace
                  recalled HHT Products or credit or refund the purchase price
                  of recalled HHT Products. If the recall is required because of
                  a negligent act or omission of ChemGenex in handling, storage
                  or distribution of the HHT Products, then such recall shall be
                  conducted by ChemGenex, with the cooperation of Stragen, at
                  ChemGenex's sole cost and expense and ChemGenex shall not be
                  entitled to any such credits, replacements or refunds from
                  Stragen. If such recall is required because of a joint act or
                  omission, ChemGenex, with the cooperation of Stragen, shall
                  conduct the recall and the parties shall negotiate in good
                  faith an appropriate allocation of the costs and expense of
                  such recall.

6.3      REGULATORY RECORDS; ADVERSE REACTIONS

         Each party shall be responsible for maintaining such records and making
         such reports as may be required in connection with any regulatory
         approval held by the party. Each party shall promptly inform the other
         of all adverse drug experience reports and other information relating
         to the safety or effectiveness of the HHT Products which come to its
         attention, in a form and within time periods necessary to permit
         compliance with the law and regulations of each of the countries within
         the Territory.

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7. EUROPEAN JOINT VENTURE

7.1      ESTABLISHMENT OF JOINT VENTURE

         (a)      The Development and Commercialisation Agreement provides that
                  the parties have agreed to create a European Joint Venture for
                  the promotion, advertisement, , distribution and sale of
                  Licensed Products in the JV Territory.

         (b)      Stragen agrees that upon the establishment of the Joint
                  Venture Entity the covenants it has given in favour of the
                  Joint Venture Entity under this Agreement will be enforceable
                  by the Joint Venture Entity upon the Joint Venture Entity
                  giving notice of acceptance to Stragen, and that Stragen has
                  received valuable consideration for those covenants. If
                  requested by the Joint Venture Entity, Stragen will sign a
                  deed pursuant to which it agreed to be bound by the covenants
                  given in favour of the Joint Venture Entity under this
                  Agreement, subject to the Joint Venture Entity agreeing to
                  observe the obligations purporting to bind the Joint Venture
                  Entity under this Agreement.

8.                WARRANTIES AND INDEMNIFICATION

8.1      MANUFACTURING WARRANTY

         Stragen warrants that:

         (a)      the HHT Products will be produced in accordance with the
                  Specifications and current good manufacturing practices of
                  each country within the Territory in which the HHT Products
                  are then being marketed or sold;

         (b)      when shipped the HHT Products will not be adulterated or
                  misbranded; and

         (c)      the HHT Products will be otherwise manufactured in accordance
                  with written manufacturing procedures and finished product
                  specifications (including packaging specifications) which will
                  meet the requirements set forth in the governmental approvals
                  of the health regulatory authorities in the Territory.

8.2      CORPORATE AUTHORITY, ETC

         Each party warrants and represents to the other:

         (a)      that it has the full right and authority to enter into this
                  Agreement;

         (b)      that all corporate action necessary to authorise the execution
                  and delivery of this Agreement by such party has been duly and
                  properly taken;

         (c)      that this Agreement constitutes a valid obligation of it,
                  legally binding on it and enforceable in accordance with its
                  terms, subject to applicable bankruptcy, insolvency,
                  moratorium, reorganisation or similar laws from time to time
                  in effect affecting creditor's rights generally;

         (d)      that it is not under any obligation (contractual or otherwise)
                  to any third party that conflicts with or is inconsistent with
                  the provisions of this Agreement or impedes its ability to
                  carry out its obligations under this Agreement; and

         (e)      that it is not aware of any other impediment that would
                  inhibit its ability to perform its obligations under this
                  Agreement.

8.3      CHEMGENEX INDEMNIFICATION

         With respect to HHT Products sold by ChemGenex in the Territory,
         ChemGenex will defend Stragen, its agents, directors, officers and
         employees at its cost and expense, and will indemnify and hold harmless
         Stragen, its agents, directors, officers, and employees from and
         against all claims, demands, costs, losses, expenses or liabilities
         (collectively `Liabilities') suffered or

                                       10
<PAGE>

         incurred by Stragen directly arising from or in relation to a breach by
         ChemGenex of its obligations under this Agreement.

8.4      STRAGEN INDEMNIFICATION

         Stragen will defend ChemGenex, its agents, directors, officers and
         employees at its cost and expense, and will indemnify and hold harmless
         ChemGenex, its agents, directors, officers and employees, from and
         against any and all Liabilities arising out of a breach by Stragen of
         the warranty set forth in clause 8.1 above, including, but not limited
         to, any actual or alleged injury, damage, death or other consequence
         occurring to any person as a result, directly or indirectly, of the
         possession, use or consumption of any HHT Products, whether claimed by
         reason of negligence, product defect or otherwise, and regardless of
         the form in which any such claim is made.

8.5      INDEMNIFICATION PROCEDURES

         (a)      Promptly after the receipt by any party hereto of notice under
                  clause 8.3 or clause 8.4 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

                                       11
<PAGE>

                  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.

8.6      INSURANCE COVERAGE

         (a)      As soon as is reasonably practicable after the signing of this
                  Agreement, each party shall purchase and maintain from
                  insurance carriers reasonably acceptable to the other
                  insurance at its own expense to cover liabilities that it may
                  incur in the testing, manufacture, distribution, sale or use
                  of the HHT Products. Each party agrees to obtain, at minimum
                  unless otherwise agreed between the parties, Commercial
                  General Liability Insurance and Product Liability/Clinical
                  Studies Liability, covering not less than $1,000,000 per
                  occurrence.

         (b)      In the event that any such policies are on a claims made
                  basis, coverage shall be maintained for a period of at least 7
                  years after the termination of this Agreement. Each party
                  shall furnish to the other certificates of insurance,
                  evidencing such insurance and naming the other party as an
                  additional insured.

9.                TERM AND TERMINATION

9.1      TERM

         This Agreement shall commence on the Effective Date and, with respect
         to each country, will continue until the later of:

         (a)      the tenth (10th) anniversary of the first Approval; and

         (b)      the last to expire Valid Claim of the Stragen Patent Rights
                  covering Licensed Product in that country (the `Initial
                  Term').

         The term will then be extended for additional successive 2 year
         periods, unless either party notifies the other party, in writing, of
         its intention to cancel any such extension as at the end of the then
         current term. Any non-extension notice must be given not less than 180
         days prior to the end of the then current term. (The Initial Term and
         all successive periods, if any, will collectively be known as the `term
         of this Agreement').

9.2      TERMINATION RIGHTS

         Either party shall have the right to terminate this Agreement:

         (a)      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

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

                  (i)      becomes insolvent;

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

                  (iii)    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;

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

                  (v)      applies for or consents to the appointment of a
                           receiver or trustee of a substantial party of its
                           property;

         (c)      upon notice to the other party in the event that the
                  Development and Commercialisation Agreement expires or is
                  terminated.

                                       12
<PAGE>

9.3      RIGHTS AND OBLIGATIONS UPON TERMINATION

         (a)      Termination of this Agreement in whole or in part shall not
                  relieve the parties of any amounts owing between them, nor
                  shall it relieve the parties of their obligations with respect
                  to the HHT Products distributed hereunder, or with respect to
                  limiting disclosure and use of Confidential Information.

         (b)      Upon termination of this Agreement:

                  (i)      as a result of Stragen's breach, ChemGenex shall have
                           the right either to sell its then inventory of the
                           Licensed Products for a period of 12 months following
                           termination, or to return such inventory to Stragen;
                           and

                  (ii)     for any reason other than Stragen's breach, at
                           Stragen's cost, ChemGenex shall have the right to
                           sell Licensed Products, in the ordinary course of
                           business, for a period of 3 months following
                           termination or Stragen may require ChemGenex to
                           return such inventory to Stragen at Stragen's cost.

9.4      ADDITIONAL RIGHTS UPON TERMINATION BY CHEMGENEX

         If ChemGenex terminates this Agreement on the basis of a failure by
         Stragen to supply HHT Products in accordance with this Agreement
         including the rolling forecasts provided by ChemGenex or the joint
         steering committee established under the Development and
         Commercialisation Agreement:

         (a)      ChemGenex may seek and obtain an alternative supply source for
                  the HHT Products; and

         (b)      Stragen must provide and licence to ChemGenex, its
                  Subdistributors, Affiliates or sublicensees all Technology
                  reasonably necessary to establish an alternative manufacturing
                  or supply arrangement. In that event, ChemGenex shall pay
                  Stragen 5% of Net Sales of Licensed Products after recovering
                  direct and indirect costs associated with the establishment of
                  an alternative supplier; and

         (c)      ChemGenex will have a continuing right to use Stragen's
                  Confidential Information, Stragen Know-How and the Technology
                  in connection with the promotion, advertising, distribution
                  and sale of HHT Products.

10.               CONFIDENTIALITY

10.1     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 10.1(a) 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.

                                       13
<PAGE>

10.2     ADVERTISING AND PUBLICITY

         Subject to clause 10.3 and 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 (such as, by way of example but
         not limitation, the securities laws of the United States), 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:

         (a)      this Agreement;

         (b)      the Development and Commercialisation Agreement;

         (c)      the terms of this Agreement or the Development and
                  Commercialisation Agreement;

         (d)      the supply, development or commercialisation of the HHT
                  Products; or

         (e)      the publication or presentation of scientific data,

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

10.3     DISCLOSURE REQUIRED BY LAW

         In the event that Stragen or ChemGenex 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.

11.      MISCELLANEOUS

11.1     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.

11.2     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.

11.3     ACCOUNTING AUDITS

         (a)      ChemGenex must maintain books of account relating to its Net
                  Sales in accordance with generally accepted accounting
                  principals.

         (b)      Annually, within 90 days after the end of its relevant
                  financial year, ChemGenex will provide, at its expense, a
                  worldwide sales report detailed by countries and reconciling
                  Net

                                       14
<PAGE>

                  Sales, where applicable, and certified by its auditors, being
                  a firm approved by SEC for public companies.

         (c)      Stragen will have the right, at its own expense, to have an
                  independent certified public accountant of its own selection,
                  reasonably acceptable to ChemGenex, examine at a time
                  reasonably acceptable to ChemGenex, during normal business
                  hours but not more than once each calendar year, the relevant
                  books and records of account of ChemGenex, to determine
                  whether appropriate accounting has been made.

         (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.

11.4     MANUFACTURING AUDITS

         ChemGenex shall have, and Stragen must grant or procure for ChemGenex,
         the right to conduct an audit of any facility where the HHT Products
         are being manufactured at least annually or more frequently if any
         questions about the quality of the HHT Products are raised by either
         party or by a third party.

11.5     INTEREST DUE ON LATE PAYMENTS

         If any amount payable by under this Agreement by one of the parties 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.

11.6     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.

11.7     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.

11.8     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 the
         successor or assignee of all or substantially all of a party's business
         relating to the

                                       15
<PAGE>

         HHT Products, or to a party's Affiliate. In the event all or such part
         is assigned or transferred, each party shall notify the other prior to
         such assignment or transfer.

11.9     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

                  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.

11.10    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 HHT Product, epidemic, destruction of
         production facilities, 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 11.10 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, PROVIDED that if the force majeure
         event prevents Stragen meeting the manufacturing needs of ChemGenex for
         Stragen Product for more than 90 days, ChemGenex may terminate this
         Agreement by giving Stragen notice in writing.

11.11    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 and
         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.

                                       16
<PAGE>

11.12    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.

11.13    COUNTERPARTS; ENGLISH LANGUAGE

         (a)      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.

         (b)      This Agreement is entered into in the English language.

         (c)      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.

12.               DISPUTES

12.1     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 established under the Development and
                  Commercialisation Agreement (if it is still constituted):

                  (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.

                                       17
<PAGE>

         (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).

12.2     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: 6, 8, 9.4, 10, 11.5, 11.6, 12.

13.               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;

         (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 `***' or dollars are to *** unless otherwise
                  indicated.

                                       18
<PAGE>

EXECUTED as an agreement.



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

<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


                                       19
<PAGE>

ANNEXURE A

Licensed Product Specifications

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

HOMOHARRINGTONINE FOR INJECTION, 5MG VIAL

DRUG PRODUCT SPECIFICATIONS




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

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

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
         -                                                   -        not more than 6000
-        > 25 im
         -                                                   -        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)
                                                              > 0,15%
-        Total                                                -                        > 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
----------------------------------------------------------------------------------------------------------------------

                                       20
<PAGE>


ANNEXURE B

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

                                       21
<PAGE>


ANNEXURE C

Purchase Order Form


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

   CHEMGENEX PHARMACEUTICALS, LTD.
   3475 Edison Way, Suite M
   Menlo Park, CA 94025                                                                            [GRAPHIC OMITTED]
   650-474-9800    Fax  650-474-9808

THE FOLLOWING NUMBER MUST APPEAR ON ALL RELATED CORRESPONDENCE, SHIPPING PAPERS,
AND INVOICES:

P.O. NUMBER:
VENDOR NAME/ID:



BILL TO:                                                          SHIP TO:
         ChemGenex Pharmaceuticals, Ltd.
         3475 Edison Way Suite M
         Menlo Park, CA 94025




--------------------------------------------------------------------------------------------------------------------
       P.O. DATE REQUISITIONER SHIP VIA F.O.B. POINT TERMS
--------------------------------------------------------------------------------------------------------------------
                                                                                                   See below
--------------------------------------------------------------------------------------------------------------------



--------------------------------------------------------------------------------------------------------------------
      QTY           UNIT                             DESCRIPTION                         UNIT PRICE      TOTAL
--------------------------------------------------------------------------------------------------------------------







--------------------------------------------------------------------------------------------------------------------
                                                                                           SUBTOTAL
                                    SALES TAX
                             SHIPPING & HANDLING N/C
                                                                                              OTHER
                                                                                                    ----------------
                                                                                              TOTAL
                                                                                                    ----------------



1. Please send one copy of your invoice.

2. Enter this order in accordance with the prices, terms, delivery method, and
specifications listed above.

3. Please notify Mike Li immediately if you are unable to perform the service as
specified.

4. Send invoice to:

    Tina Herbert
    ChemGenex Pharmaceuticals, Ltd.
    3475 Edison Way, Suite M Menlo Park, CA 94025
    650-474-9800,; Fax 650-474-9808
                                                                 ---------------------------------------------------
                                                                 Authorized by                                  Date
</TABLE>

                                       22
<PAGE>


TABLE OF CONTENTS

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



1.       DEFINITIONS....................................................1


2.       APPOINTMENT AND LICENCE GRANTS.................................4


3.       SUBDISTRIBUTORS................................................4


4.       SUPPLY.........................................................4


5.       PRODUCT PRICING; PAYMENT.......................................7


6.       COMPLAINTS/RECALLS.............................................9


7.       EUROPEAN JOINT VENTURE........................................10


8.       WARRANTIES AND INDEMNIFICATION................................10


9.       TERM AND TERMINATION..........................................12


10.      CONFIDENTIALITY...............................................13


11.      MISCELLANEOUS.................................................14


12.      DISPUTES......................................................17


13.      INTERPRETATION................................................18


ANNEXURE A.............................................................20


         Licensed Product Specifications...............................20


ANNEXURE B.............................................................21


         Specifications for Bulk HHT...................................21


ANNEXURE C.............................................................22


         Purchase Order Form...........................................22