**EXHIBIT 3.1 b**

 

**CHEMGENEX**

PHARMACEUTICALS

 

30 November, 2007

 

Dr. Dennis Brown100 San Mateo DriveMenlo Park, CA 94025

 

Dear Dennis

 

**Offer ofEmployment**

** **

As previouslydiscussed I would like to offer you the position of Chief Scientific Officerwith ChemGenex Pharmaceuticals Incorporated (“the Company”).

 

You willperform such business and professional services as Chief Scientific Officer ofthe Company, as shall reasonably be assigned to you by the CEO.

 

The principalconditions of this offer of employment are as follows.

 

**1.**                                      OrganizationRelationships

** **

You willreport to the CEO, Dr Greg Collier unless notice is given by the Company aboutchanged reporting relationships.

 

**2.**                                      Location

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The presentlocation for this position is Menlo Park, California.

 

**3.**                                      CommencementDate & Duration

** **

Youremployment will commence, subject to your acceptance of this offer, on December 1,2007. Your employment relationship with the Company is at-will. You mayterminate your employment with the Company in accordance with Clause 14(c) atany time and for any reason whatsoever simply by notifying Company. Likewise,Company may terminate your employment in accordance with Clause 14(c) atany time and for any reason whatsoever, with or without cause or advancenotice.

 

**4.**                                      Remuneration

** **

(a)           *Base Salary. *Yourbase salary will be $250,000 per annum, less standard payroll deductions andwithholdings. You will be paid on a semi-monthly basis and you will be eligiblefor the following standard Company benefits: medical insurance, vacation, sickleave and holidays.

 

(b)           *Bonus Plan. *Youwill also be eligible to participate in ChemGenex’s performance bonus plan,under which you would be eligible to receive an annual bonus of up to 25% ofyour Base Salary. Payout of any performance bonus is contingent on yourachievement of performance objectives set mutually by you and the****CEO as well as the Company’soverall financial performance. Please note that at the discretion of the Board,the bonus plan may be terminated or modified at any time.

 

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Proposed performance objectives for the next year should be agreed withthe CEO at the earliest convenient time.

 

(c)           *Share OptionPlan*.  The management willrecommend to the parent company’s Board of Directors that the Board ofDirectors grant you a stock option to purchase up to 1,500,000 common stockshares of the parent company, ChemGenex Pharmaceuticals Limited over the nextfour (4) years. The specific number of options to be granted is contingenton your achievement of performance objectives set mutually by you and the CEOas well as the Company’s overall financial performance. Granted options willvest upon approval from the Board of Directors. Granted options will vest uponapproval from the Board of Directors. Options granted under clause 4(c) shallhave an exercise price of A$1.11. These Options will be granted under the termsof the Company’s Employee Share option Plan, and are subject to the terms andconditions of this plan.

 

(d)           *Exclusivity.** *You will be employed on anexclusive basis by the Company and outside positions or duties shall not beundertaken without prior written approval from the Board of Directors. You havepreviously advised the Company of your unpaid activities; Director of MountainView Pharmaceuticals, Owner and Director of Valent Technologies LLC andDirector of VBL Pharmaceuticals.

 

(e)           It is the Company’scurrent policy to review remuneration on an annual basis and your remunerationwill be reviewed in November each year beginning in November 2008.

 

**5.**                                      Hoursof Work

** **

Normal workinghours are from 9:00 a.m. to 5:00 p.m., Monday through Friday. As anexempt level employee, you will be expected to work additional hours asrequired by the nature of your work assignments.

 

**6.**                                      AnnualLeave

** **

You will beentitled to four (4) weeks (20 working days) annual leave per annum,accrued and taken in accordance with the Company’s policy. It is expected thatannual leave will be taken within twelve (12) months of it falling due at atime agreed between yourself and the Company. The maximum balance of unusedleave that may be held is six (6) weeks (30 working days).

 

**7.**                                      PublicHolidays

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The Companyobserves public holidays legislated or proclaimed for the State of California.You will be entitled to paid time off work on legislated or proclaimed daysthat fall on your normal days of work, or substituted days by agreement.

 

**8.**                                      SickLeave

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(a)           You will be entitledto sick leave at the rate of ten (10) days per annum, to be accrued andtaken in accordance with the Company’s policy.

 

(b)           Sick leave not usedwill accumulate for the term of your employment with the Company.

 

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(c)           No payment is madein lieu of unused sick leave, either during your employment or on terminationof your employment with the Company.

 

**9.**                                      Eligibility,to Work in the United States

** **

As required bylaw, this offer is subject to satisfactory proof of your right to work in theUnited States. Please note that because of regulations adopted in theImmigration Reform and Control Act of 1986 (IRCA), we will require that youpresent documentation demonstrating that you have authorization to work in theUnited States on your first working day. If you have any questions about thisrequirement, which applies to U.S. citizens and non-U.S. citizens alike, pleasecontact Dr Greg Collier, CEO of ChemGenex Pharmaceuticals.

 

**10.**                               PerformanceReview

** **

Yourperformance will be reviewed and discussed with you at least every six (6) months,or such other times consistent with the conduct and practice of the Company’sperformance management system. This is an important opportunity for formaltwo-way communication about your performance, the content of your position andyour future development. It will include setting of objectives and/orperformance indicators and, on occasions, adjustment of the accountabilitiesand responsibilities expected of this position.

 

**11.**                               Traveland Business Related Expenses

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You may berequired to undertake business related travel, including interstate andoverseas travel, at the Company’s expense. In such circumstances you willreceive reimbursement of business expenses reasonably and actually incurred inaccordance with the Company’s expense reimbursement policy.

 

**12.**                               CompanyPolicies

** **

You will bebound by the employment policies and procedures adopted by the Company asvaried from time to time, including policies dealing with Harassment, EqualOpportunity and Anti-discrimination and Smoking in the Workplace. You arerequired to be familiar with these policies and procedures.

 

**13.**                               Issues,Grievances and Disputes

** **

If any issue,grievance or dispute arises, it must be dealt with in the following manner:

 

(a)           The matter mustfirst be discussed by you with the Managing Director & Chief ExecutiveOfficer.

 

(b)           If not settled, thematter must then be discussed with the Managing Director & ChiefExecutive Officer together with a non executive Director appointed by the Boardfor this purpose.

 

(c)           If the matter is notresolved, it may be submitted to an agreed mediator by either yourself or theCompany for the purposes of conciliation or mediation. At this stage eitheryourself or the Company may be represented by an adviser or advocate (e.g., anattorney). If mediation is unable to resolve the grievance or dispute, thematter will be settled in arbitration pursuant to Section 20 below.

 

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(d)           Until the matter isresolved your responsibilities must be exercised at the direction of theCompany. No one shall be prejudiced as to the final settlement by thecontinuance of work in accordance with this process.

 

(e)           You and the Companymust cooperate to ensure that these procedures are carried out expeditiously.

 

**14.**                               Contractof Employment

** **

(a)           This position isdefined as full time employment.

 

(b)           The Company mayrequire you to undertake different work assignments or job responsibilitiesduring the course of your employment, either with the Company or with asubsidiary company, an associated company, an associated business ororganization. In such circumstances there would be no reduction in yourremuneration package.

 

(c)           Your employment maybe terminated by either yourself or the Company by giving four (4) monthsnotice in writing or by the Company without notice by paying four (4) monthsbase salary in lieu of notice.

 

(d)           When either you orthe Company has given notice of termination of your employment, the Company mayrequire you to:

 

(i)            not perform anywork for it; or

 

(ii)           not attend theCompany’s place(s) of business; or

 

(iii)          perform only thoseduties which the Company specifies to you.

 

(e)           In addition, theCompany has the right to terminate your employment without notice for seriousmisconduct or serious or persistent breach of your terms or conditions ofemployment and in such case your base salary and other entitlements will bepaid up to the time of termination only.

 

(f)            In the event thatyour employment is terminated other than for the reasons noted in Section 14(e) onor within three (3) months after the close of a “change of control” theCompany will continue to pay your base salary for a period of six (6) months.

 

**15.**                               Confidentiality

** **

It is acondition of your employment that you sign the attached Employee InventionAssignment Agreement between you and ChemGenex. It is a condition of youremployment that you will not disclose nor use at any time either during youremployment or thereafter, any policy, practice, procedure, customerinformation, supplier information, trade secret, financial, business,confidential or other data belonging to or concerning the business operationsor affairs of or otherwise relating to the Company or any associated companies,their clients, customers and other business organizations acquired in thecourse of your employment with the Company without first obtaining the Company’swritten consent to such disclosure, except such disclosure as may otherwise bespecifically required or permitted by the Company,

 

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required bylaw or unless such information has become public knowledge through no action byyourself.

 

**16.**                               Returnof Documents and Equipment

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Upontermination of your employment you must return to the Company or its authorizedrepresentative all policies, procedures, plans, statistics, documents, records,data, computer tapes or discs, papers or equipment in your possession orcontrol which relate in any way to the business or affairs of the Company orany related Company, or belongs to the Company. You are not entitled to retainany equipment or a copy of any document referred to in this clause.

 

**17.**                               IntellectualProperty

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If during theperiod of your employment, you or you and the Company jointly, formulate,discover, develop or construct any invention and or system associated with theCompany’s business, all rights, interest and title to such formulas,discoveries, inventions and or systems shall vest in the Company includingwithout limitation any rights to any application in relation to a discovery orinvention for the period of two (2) years after the termination of youremployment with the Company in respect of any such discoveries, inventions andor systems. It is further agreed that you will promptly inform the Company inwriting, of any and all such inventions and systems.

 

**18.**                               NonSolicitation

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You agree thatyou will not for yourself or for any other person, for one (1) year after your employmentwith the Company ends without the written consent of the Company, directly orindirectly do any of the following:

 

(a)           solicit, interferewith or endeavor to entice away from the Company any person, firm or companywho was or has been, during the last one (1) year of your employment, aclient or customer of the Company (being a client or customer) to whom youprovided services while employed by the Company;

 

(b)           solicit, interferewith or endeavor to entice awayfrom the Company any employee of the Company;

 

(c)           provide services oraccept any request to provide services to or accept employment with a person,firm or company who has been a client or customer of the Company during thelast one (1) year of your employment with the Company (being a client orcustomer to whom you provided services while employed by the Company);

 

(d)           counsel, procure orassist any person or company to do any of the acts referred to in this clause.

** **

**19.**                               GoverningLaw

** **

Youremployment, these terms and conditions and the determination of any disputes orclaims arising in relation thereto are governed by the laws of the State ofCalifornia.

 

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**20.**                               Arbitration

** **

Subject to Section 13 above, to ensurerapid and economical resolution of disputes which may arise an connection withyour employment with ChemGenex, you and ChemGenex agree that any and alldisputes, claims (e.g., contract claims, tort claims, statutory claims,discrimination or harassment claims), or causes of action arising from orrelating to your employment with ChemGenex will be resolved to the fullestextent permitted by law by final and binding confidential arbitration held in SanMateo County, California through Judicial Arbitration and Mediation Services, Inc.(“JAMS”) under its rules and procedures for arbitration of employmentdisputes; provided, however, that either party may obtain injunctive relieffrom a court if necessary to preserve the status quo pending the outcome of thearbitration or in circumstances where the arbitrator lacks authority to issueinjunctive relief. The parties may apply to any court of competent jurisdictionfor a temporary restraining order, preliminary injunction, or other interim orconservatory relief, as necessary, without breach of this arbitration agreementand without abridgement of the powers of the arbitrator. JAMS will provide alist of 5 arbitrators from which both parties may eliminate 2 to obtain thefinal arbitrator. By agreeing to this arbitration procedure, both you andChemGenex waive the right to resolve any such disputes through a jury trial,court trial, or administrative proceedings. Each party will bear its ownattorney fees, and the Company will pay for any administrative or hearing feescharged by the arbitrator or JAMS except that you will pay the first $200.00 ofany filing fees associated with any arbitration you initiate.

 

You understandthat this requirement for arbitration does not prohibit you from pursuing anadministrative claim with a local, state or federal administrative body such asthe Department of Fair Employment and Housing, the Equal Employment OpportunityCommission or the workers’ compensation board. This Agreement does, however,preclude you from pursuing court action regarding any such claim.

 

**21.**                               Representation

** **

We trust thatthe terms and conditions of employment outlined in this letter are consistentwith and include all the principal issues covered during our discussions. Ifyou have any concerns about these matters, please contact us prior toindicating your acceptanceof this offer of employment.

 

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Pleaseindicate your acceptance of this offer of employment and the terms andconditions set out in this letter, by signing the duplicate copy and returningit to us as soon as practicable.

 

Yours sincerely,

 

 

G.R. CollierManaging Director & Chief Executive Officer

 

**Acceptance**

** **

I confirmacceptance of the offer of employment and the conditions set out in thisletter.

 
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| Signed |   | (date) |

 

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