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| INCResearch Australia Pty Limited | CUSTOMER             |
|-----------------------------------|----------------------|
| Authorised Signatory              | Authorised Signatory |
| Signature: |  |   | Signature:   |  |
|------------|--|--------|------------------------|--|
| Name:  | Garth Tierney |                  | Name:  | Dianne Angus |
|-------------|---------------|--------------------------------------------------------------------------------------------------|-------------|--------------|
| Title:  | General Manager |   | Title:  | Chief Operating Officer |
|--------------|----------------------|--------|--------------|-------------------------|
| Date:  | 26 April 2012 |   | Date:  | 18 April 2012 |
|-------------|---------------|--------|-------------|---------------|

|  MSA Prana V4, 2nd April 2012(SL) |   |
|----------------------------------------|--------|

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|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
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| INTRODUCTION                    |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            | The Customer has requested and INC has agreed to provide the Services to the Customer. In consideration for the provision of the Services the Customer has agreed to pay INC the Services Fee. |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
| OPERATIVE CLAUSES               |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
| PART 1 – PRELIMINARY |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
| 1.                              | Definitions                                                                                                                                                                                    |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            | In this Agreement:                                                                                                                                                                             |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            | 1.1                                                                                                                                                                                            | “Address” means the addresses of the Customer and INC specified in Item 3 of Schedule 1, or such other address as may be notified;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            | 1.2                                                                                                                                                                                            | “Affiliates” means a related body corporate within the meaning of the Corporations Act (Cth) 2001;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            | 1.3                                                                                                                                                                                            | “Business Day” means any day except a Saturday or a Sunday or other public holiday in South Australia;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            | 1.4                                                                                                                                                                                            | “Business Records” means a record of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            |                                                                                                                                                                                           | 1.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the functions, decisions and meetings of the board of the Customer;                                                                |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            |                                                                                                                                                                                           | 1.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the conduct of the Customer’s Operations;                                                                                    |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            |                                                                                                                                                                                           | 1.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the outgoings in respect of the Customer’s Operations;                                                                       |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            |                                                                                                                                                                                           | 1.4.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | all marketing, advertising or promotions conducted by the Customer; and                                                            |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            |                                                                                                                                                                                           | 1.4.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | all other information kept in respect of the Customer’s Operations as reasonably required by the Customer from time to time; |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            | 1.5                                                                                                                                                                                            | “Commencement Date” means the date specified in Schedule 1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            | 1.6                                                                                                                                                                                            | “Confidential Information” means all information and knowledge concerning any of the procedures existing or future of the Customer, ideas, concepts and all business confidences and financial information of the Customer, and shall include any of the existing and future products or procedures of the Customer. Confidential Information specifically includes, but is not limited to, all clinical structure, characterisation, preclinical, clinical (including investigative brochures and toxicology) and technical data and information relating to a Study. Confidential Information shall not include any such information, knowledge, ideas, concepts or confidences to the extent that they have become public knowledge through no act or failure on behalf of INC, or which INC can show were already in the possession of INC at the time of disclosure by the Customer to INC or which were acquired from a third party who did not acquire same directly or indirectly from the Customer; |
|                            |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                               |
|                            | 1.7                                                                                                                                                                                            | “Customer Records” means all records and details with respect to the Customer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

|  MSA Prana V4, 2nd April 2012(SL) |   |
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|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|-----------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 1.8                                                       | “Documents” means and includes Customer Records, Business Records, and information or materials of any nature;                                                                                                                                                                                                                                                                                                                                              |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 1.9                                                       | “GST” means any tax in the nature of a tax on, or on the supply of goods, real property, services or any other value added tax or other government tax or impost whether Federal, State or Local ever levied, imposed, assessed or becoming payable during the term of this Agreement other than interest, fine penalty or other amount imposed on or in respect of the above and including any tax arising pursuant to or as a consequence of the GST Act; |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 1.10                                                      | “GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 and associated legislation;                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 1.11                                                      | “Intellectual Property Rights” means any industrial or intellectual property rights including without limitation any rights in respect of or in connection with any copyright, patents, trade marks, design rights or eligible layout rights (whether registered or not);                                                                                                                                                                                   |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 1.12                                                      | “Month” means a calendar month;                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 1.13                                                      | “Operations” means the business services and operations of a party and all related activities conducted by that party;                                                                                                                                                                                                                                                                                                                                      |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 1.14                                                      | “Services” means the clinical research services provided pursuant to a Work Authorisation which shall include (without limitation) doing all things reasonably necessary to achieve the objectives of the Study set out in the Work Authorisation, issued pursuant to this Agreement;                                                                                                                                                                       |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 1.15                                                      | “Services Fee” means the amount (excluding GST and) calculated in accordance with the rates and methodology described in a Work Authorisation issued pursuant to this Agreement;                                                                                                                                                                                                                                                                            |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 1.16                                                      | “Study” means any investigation undertaken in the provision of the Services;                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 1.17                                                      | “Study Subject” means a person recruited to participate in a Study;                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 1.18                                                      | “Work Authorisation” means any work authorisation (whether in electronic or written form) issued for the supply of the Services pursuant to this Agreement, and being generally in the form of the Work Authorisation which appears at Schedule 2.                                                                                                                                                                                                          |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 2.     | Interpretation                                            |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | In this Agreement, unless the context otherwise requires: |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 2.1                                                       | the Introduction is correct;                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 2.2                                                       | headings do not affect interpretation;                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 2.3                                                       | singular includes plural and plural includes singular;                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | 2.4                                                       | words of one gender include any gender;                                                                                                                                                                                                                                                                                                                                                                                                                                 |

|  MSA Prana V4, 2nd April 2012(SL) |
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|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|---------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      | 2.5        | reference to legislation includes any amendment to it, any legislation substituted for it, and any subordinate legislation made under it;                                                                                                                                                                                                                                                                                                                         |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      | 2.6        | reference to a person includes a corporation, joint venture, association, government body, firm and any other Customer;                                                                                                                                                                                                                                                                                                                                           |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      | 2.7        | reference to a party includes that party’s personal representatives, successors and permitted assigns;                                                                                                                                                                                                                                                                                                                                                      |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      | 2.8        | reference to a thing (including a right) includes a part of that thing;                                                                                                                                                                                                                                                                                                                                                                                           |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      | 2.9        | reference to two or more people means each of them individually and all of them jointly;                                                                                                                                                                                                                                                                                                                                                                          |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      | 2.10       | if a party comprises two or more people:                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      |       | 2.10.1                                                                                                                                                                                                                                                                                                                                                                                                                                                            | a promise by that party binds each of them individually and all of them jointly; |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                      |       | 2.10.2                                                                                                                                                                                                                                                                                                                                                                                                                                                            | a right given to that party is given to each of them individually; and |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                      |       | 2.10.3                                                                                                                                                                                                                                                                                                                                                                                                                                                            | a representation, warranty or undertaking by that party is made by each of them individually; |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                      | 2.11       | a provision must not be construed against a party only because that party prepared it;                                                                                                                                                                                                                                                                                                                                                                            |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      | 2.12       | a provision must be read down to the extent necessary to be valid. If it cannot be read down to that extent, it must be severed;                                                                                                                                                                                                                                                                                                                                  |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      | 2.13       | an expression defined in the Corporations Act 2001 has the meaning given by that Act at the date of this Agreement.                                                                                                                                                                                                                                                                                                                                               |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| PART 2 – ENGAGEMENT |
| 3.                        | Engagement |
|                      |       |
|                      | 3.1        | The Customer engages INC to perform the Services pursuant to the terms of this Agreement and INC agrees to perform the Services in accordance with this Agreement.                                                                                                                                                                                                                                                                                                |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      | 3.2        | INC shall not be obliged to perform any Services until a valid Work Authorisation has been issued by one of the parties and accepted by the other party in respect of those Services.                                                                                                                                                                                                                                                                             |
|                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                      | 3.3        | Notice of acceptance of any Work Authorisation or Letter of Intent (LOI) must occur within 14 days. If notice is not received from the Customer by INC, the subsequent supply of the Services described in the Work Authorisation or LOI will constitute acceptance by the Customer of the Work Authorisation or LOI and the Customer will be invoiced according to the Work Authorisation or LOI and the Customer shall compensate INC accordingly within terms. |

|  MSA Prana V4, 2nd April 2012(SL) |
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|                                   | 3.4                                                                                                                                                                                                                                                                                                                                                                                                                                                   | If there is an inconsistency between this Agreement and a Work Authorisation the conditions of the Work Authorisation will prevail to the extent of the inconsistency.                                                                                                                    |
|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                      |
| 4.                                     | Term                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                   | The engagement referred to in clause 3 commences on the Commencement Date (as stated in Schedule 1) and remains in effect until terminated in accordance with this Agreement.                                                                                                                                                                                                                                                                         |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| PART 3 – INC’S OBLIGATIONS |
|                                   |
| 5.                                     | INC’s Obligations                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                   | INC agrees to:                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                   | 5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                   | perform the Services in a timely manner with the reasonable skill, care and diligence and in accordance with the professional standards that could be expected of a provider of clinical research services;                                                                               |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                      |
|                                   | 5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                   | comply with all relevant laws;                                                                                                                                                                                                                                                            |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                      |
|                                   | 5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                   | comply with all reasonable requirements of the Customer;                                                                                                                                                                                                                                  |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                      |
|                                   | 5.4                                                                                                                                                                                                                                                                                                                                                                                                                                                   | promptly and fully inform the Customer about all matters affecting or likely to affect the Customer which come to INC’s knowledge;                                                                                                                                                  |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                      |
|                                   | 5.5                                                                                                                                                                                                                                                                                                                                                                                                                                                   | implement and maintain quality assurance and quality control systems with written standard operating procedures to ensure that the Study can be conducted and data generated, documented, recorded and reported in compliance with all of the requirements in the Work Authorisation; and |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                      |
|                                   | 5.6                                                                                                                                                                                                                                                                                                                                                                                                                                                   | devote such time and attention to the performance of the Services as may be required to fully discharge INC’s obligations under this Agreement.                                                                                                                                     |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                      |
| 6.                                     | Freedom to Contract                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                   | During the term of this Agreement INC may provide services of a similar nature as the Services, or such other services, for reward to a third party.                                                                                                                                                                                                                                                                                                  |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.                                     | Publication                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                   | INC shall not make any announcement, oral presentation or publication, relating to any of the Services, without the Customer’s prior written consent. Neither party shall employ or use the name of the other party in any publication, or promotional material or in any form for public distribution, without the prior written consent of the other party, except as required by law.                                                        |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 8.                                     | Audit                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                   | If the Customer gives INC prior reasonable notice but no less than 48 hours notice, INC shall permit the Customer, during the currency of this Agreement, to inspect, examine and audit the records, operating procedures, methods, facilities and premises of INC, solely to monitor the performance of the Services, and to determine if the Services are being provided in accordance with this Agreement and all applicable laws and regulations. |

|  MSA Prana V4, 2nd April 2012(SL) |
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|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 9.                                  | Regulatory Inspections                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                | INC shall promptly notify the Customer of any request by a regulatory agency, including a foreign regulatory agency, to inspect or otherwise gain access to the information, data or materials relating to the Services. INC shall endeavour to notify the Customer of such requests prior to permitting any third party access, unless prior notice is not possible. INC agrees to permit inspection of such information, data and materials by a regulatory authority, as required by law or as agreed by the Customer. INC shall promptly provide copies to the Customer of any written reports, analyses, and correspondence from a regulatory authority relating to such inspections or to an inquiry undertaken by them. |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| PART 4 – CUSTOMER OBLIGATIONS |
|                                |
| 10.                                 | Payment and Calculation of Services Fee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                | The Services Fee is to be paid by the Customer to INC at the times and in the amounts specified in the Work Authorisation, without set off or deduction (except where the Customer has suffered loss due to a material breach by INC).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 11.                                 | Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                | The Customer must reimburse INC, without set off or deduction, for any reasonable prior approved expenses directly incurred by INC in performing the Services and paid or payable by INC. INC shall not apply any mark up on those expenses, other than GST if applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 12.                                 | Fees and Cost                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                | Fees and expenses shall be invoiced on a monthly basis by INC unless otherwise specified in the Work Authorisation. All invoices shall be payable by Customer within 30 days of date of Customer’s receipt of invoices; however in the event Customer has queries in relation to any invoiced item (notice of any such queries to be promptly given to INC), payment of that item shall be made only after satisfactory resolution of those queries without a late payment fee. Any non-queried late payments will incur a 2% per month late payment fee. A queried item shall not delay the payment of non queried items in the same invoice.                                                                           |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 13.                                 | Suspension of Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                | If the Customer fails to pay any part of the Services Fee or expenses so invoiced (except where set-off has been applied under clause 10), INC shall be entitled to give notice of default and, in the event that the default is not remedied within 30 days, INC shall be entitled to suspend supply of the Services until payment is received in full, and the time prescribed in any current Work Authorisation for any particular work or phase of works will be extended for the period of the suspension. The rights in this clause are in addition to any other rights INC may have.                                                                                                                                    |

|  MSA Prana V4, 2nd April 2012(SL) |
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|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|--------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 14.    | Provision of Information |
|   |                     |
|   | 14.1                     | The Customer will provide INC with complete and accurate information and materials to enable INC to provide the Services to the Customer as requested under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | 14.2                     | The Customer must take all steps to ensure that INC is provided with such information, materials and assistance as is necessary to ensure that INC is able to perform the Services and comply with its obligations under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | 14.3                     | INC will not be responsible for any deficiency or alleged deficiency in the Services provided to the Customer that is attributable to incorrect or inaccurate information or materials supplied to INC by the Customer, or the Customer’s failure to provide all the necessary information and materials required by INC to perform its obligations under this Agreement. This clause does not apply where INC was either aware or ought reasonable to have been aware that information or materials supplied by the Customer to INC were incorrect or inaccurate and INC failed to request corrected information. |
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | 14.4                     | The Customer must comply with all of INC’s reasonable requests notified in writing to the Customer from time to time in relation to any Services provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 15.    | Warranty                 |
|   |                     |
|   | 15.1                     | Warranty of INC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                     | INC hereby warrants, as testified by its execution hereof, that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                     | 15.1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | It will perform all services in accordance with all applicable National, State and Local Laws, reputations or standards, including without limitation the Federal Food, Drug and Cosmetic Act, as amended and regulations promulgated thereunder and the United States Food and Drug Administration (“FDA”) regulations governing the protection of human subjects and regulations governing clinical investigators, the Helsinki Declaration, and all current applicable ICH Harmonised Tripartite Guidelines including all ICH Good Clinical Practice Guidelines; |
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                     | 15.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | It has secured any necessary licenses, certificates and permits required to perform Services pursuant to this Agreement and has all right, title and interest to any Intellectual Property Rights that it uses or provides in the performance of the Services;                                                                                                                                                                                                                                                                                                                  |
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                     | 15.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | It is able to and will render the Services under this Agreement in accordance with professional standards which apply to INC’s industry and that it will make all reasonable efforts to produce consistently high levels of accuracy and expertise;                                                                                                                                                                                                                                                                                                                       |
|   |                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                     | 15.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | It will perform each Project in accordance with the terms and conditions of this Agreement and the applicable Work Authorisation, the Protocol for each Study, the written instructions of Customer, and Customer’s standard operating procedures;                                                                                                                                                                                                                                                                                                                        |

|  MSA Prana V4, 2nd April 2012(SL) |
|----------------------------------------|

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|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 15.1.5                                                                                                                                                     | It and its personnel are currently in compliance with applicable Laws, and are not ineligible, debarred or disqualified from performing the duties assigned to them under this Agreement in particular, without limitation, under 21 U.S.C. § 335(a), or otherwise subject to any restrictions or sanctions by the United States Food and Drug Administration. INC further represents and warrants that it will not allow any person or entity that becomes ineligible, debarred or disqualified from rendering any services required under this Agreement. INC agrees to promptly notify Customer in writing if it becomes aware of any noncompliance with the requirements of this Section; |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 15.1.6                                                                                                                                                     | It is not a party to any agreement or subject to any conflicting obligation, which would prevent it from fulfilling its obligations under the Agreement and/or any Work Authorisation; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 15.1.7                                                                                                                                                     | Personnel, servants, agents or nominees assigned to perform or provide the Services under this Agreement shall have the skills, training, and qualifications necessary to efficiently perform such services and carry out the responsibilities of INC under this Agreement and shall be bound by the same terms as INC in relation to Confidential Information under clause 19.                                                                                                                                                                                                                                                                                                                    |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                       |
|                                                 | 15.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Warranty of Customer                                                                                                                                       |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                       |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The Customer warrants that to the best of its knowledge and belief all information and materials supplied to INC for the use in the provision of Services: |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                       |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 15.2.1                                                                                                                                                     | do not infringe the Intellectual Property Rights of any person;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 15.2.2                                                                                                                                                     | do not compromise INC’s ability to provide the Services requested of INC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| PART 5 – LIMITATION OF LIABILITY AND INDEMNITY |
|                                                 |
| 16.                                                  | Liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                 | Neither party will be liable to the other for any, indirect, special, economic or consequential loss or damage arising out of or relating to this Agreement including without limitation, third party claims, lost revenue, loss of business profits, losses relating to business interruption, loss of goodwill, bargain, opportunities or anticipated savings incurred or suffered by the other party. This clause prevails over any other clause in this Agreement.                                                                                                                                                                                                                                                                                               |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 17.                                                  | Indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                 | INC indemnifies and shall defend and hold harmless the Customer, its affiliates and its and their directors, officers, employees, agents and subcontractors (“the Customer Parties”) against any actions, suits, claims, demands, proceedings, losses, damages, compensation, sums of money, costs (including solicitor and client costs), charges and expenses (“the Losses”) to the extent such Losses arise from any third party claim, action, lawsuit or other proceeding which is attributable to any negligent or wilful act or omission or any breach of this Agreement on the part of INC or any of its agents, employees, representatives or subcontractors except to the extent such Losses are determined to have resulted from: |

|  MSA Prana V4, 2nd April 2012(SL) |
|----------------------------------------|

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|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        |                                                                                 |
|---------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------|
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 17.1.1                                                                                                                                      | a failure by the Customer Parties to adhere to the terms of this agreement           |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        |                                                                                 |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 17.1.2                                                                                                                                      | negligence, recklessness or wilful misconduct on the part of the Customer Parties or |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        |                                                                                 |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 17.1.3                                                                                                                                      | a breach of any applicable law or regulation by the Customer Parties                 |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        |                                                                                 |
| 17.2                                        | The Customer indemnifies and shall defend and hold harmless INC, its affiliates and its and their directors, officers, employees, agents and subcontractors (“the INC Parties”) against any actions, suits, claims, demands, proceedings, losses, damages, compensation, sums of money, costs (including reasonable solicitor and client costs), charges and expenses (“the Losses”) incurred by the INC Parties in respect of or relating to a Study, a Study Subject, the Services or under this Agreement except to the extent such Losses are determined to have resulted from:                      |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 17.2.1                                                                                                                                      | a failure by the INC Parties to adhere to the terms of this agreement                |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        |                                                                                 |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 17.2.2                                                                                                                                      | negligence, recklessness or wilful misconduct on the part of the INC or              |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        |                                                                                 |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 17.2.3                                                                                                                                      | a breach of any applicable law or regulation by INC                                  |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        |                                                                                 |
| 18.                                         | Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                        | Customer shall obtain and maintain at its sole expense insurance coverage, as required by Law to conduct the Study set forth in any Work Authorisation. Customer shall furnish to INC appropriate certificates of insurance and, if requested the entire policy. Customer shall provide to INC, with thirty (30) days written notice, information and documents of any change in coverage, including but not limited to, any reduction or change in the amount or scope of such coverage.                                                                                                                                        |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                        | INC represents and warrants that it will maintain at its sole expense professional liability insurance coverage sufficient to protect both it and Customer from any and all claims of any nature for negligence, damage to property, or for personal injury, including death, which may arise from its performance of this Agreement. INC shall furnish to Customer appropriate certificates of insurance. INC shall provide to the Customer with thirty (30) days written notice, information and documents of any change in coverage including but not limited to any reduction or change in amount or scope of such coverage. |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| PART 6 – INTELLECTUAL PROPERTY RIGHTS |
|                                        |
| 19.                                         | Confidential Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                        | INC may only use Confidential Information for the purposes of this Agreement and must keep the existence of any Confidential Information confidential except where:                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                        | 19.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the information is public knowledge (but not because of a breach of this agreement) or the party has independently created the information; |
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                        |                                                                                 |
|                                        | 19.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | disclosure is required by law or a regulatory body (including a relevant stock exchange); or                                                |

|  MSA Prana V4, 2nd April 2012(SL) |
|----------------------------------------|

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|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                  |
|----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       | 19.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | disclosure is made to a person or company who must know for the purposes of this Agreement on the basis that the person or company keeps the information confidential and where that person or company is not an employee or contractor of INC, the disclosure has been prior approved by the Customer. |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                    |
| 20.                        | Intellectual Property Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                       | All Intellectual Property Rights in or in connection with the Services and any and all data, results, materials and information generated or derived by INC as a result of Services or based on any Confidential Information shall be and remain the exclusive property of the Customer. All inventions (whether patentable or not), discoveries, improvements in know how, new uses, processes or compounds involved in the studies covered by this Agreement or any Work Authorisation including, without limitation, that derived from or relate to any Customer drug or compound or sample, Confidential Information or Customer Data, shall be and remain the property of the Customer (“Customer Invention”). INC hereby irrevocably transfers and assigns all right, title and interest in or to Customer Inventions to the Customer and warrants that its employees and contractors have the equivalent obligation imposed on them in their respective engagement contracts. Upon request, INC shall take any additional steps necessary to give effect to this clause. Any additional expenses incurred to secure Customer’s interest in Customer Inventions shall be borne by Customer. |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| PART 7 – TERMINATION |
|                       |
| 21.                        | Termination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                  |
|                       | 21.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | This Agreement and any Work Authorisation issued pursuant to this Agreement may only be terminated in one of the following ways:                                                                                                                                                                        |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                    |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 21.1.1                                                                                                                                                                                                                                                                                                  | immediately by either party by notice in writing if the other party suffers an Insolvency Event;                                                                                                                                                                                                                                                                                      |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                  |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 21.1.2                                                                                                                                                                                                                                                                                                  | immediately by either party by notice in writing to the other party if the other party is in default in performing or observing any of the terms of this Agreement and that default in performing or observing any of the terms of this Agreement continues for a period of one (1) calendar month after written notice has been given to the party in default to remedy the default; |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                  |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |     21.1.3                                                                                                                                                                                                                                                                          | by Customer giving thirty (30) days’ notice in writing                                                                                                                                                                                                                                                                                                                          |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                 |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |     21.1.4                                                                                                                                                                                                                                                                               | immediately by either party by notice in writing to the other party if there is reasonably compelling scientific evidence that patient safety is at risk should the Study continue, data integrity compromise, and/or reasonable belief that good clinical practice or applicable laws or regulations will be materially violated.                                                    |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                  |
|                       | 21.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | On expiry or termination of this Agreement:                                                                                                                                                                                                                                                             |

|  MSA Prana V4, 2nd April 2012(SL) |
|----------------------------------------|

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|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|-----------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                              |                                                                                                                                                                                                             | 21.2.1                                                                                                                                                                                                                                                                                                                         | subject to clause 21.3 INC must, at the option of the Customer, either immediately destroy in a secure and confidential manner or deliver to the Customer:                                                                    |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|                              |                                                                                                                                                                                                             | (a)                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                          | all documents and forms relating to the Customer’s Operations that are in its possession; and                                                               |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|                              |                                                                                                                                                                                                             | (b)                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                          | any Intellectual Property Rights, including but not limited to, Confidential Information in any form, including parts thereof embedded in any other document; and |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|                              |                                                                                                                                                                                                             | 21.2.2                                                                                                                                                                                                                                                                                                                         | subject to clause 10, the Customer must pay to INC within one (1) calendar month of the date of termination any outstanding moneys.                                                                                           |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|                              |                                                                                                                                                                                                             | 21.2.3                                                                                                                                                                                                                                                                                                                         | Where the Customer has terminated the Agreement and any Work Authorisation hasn’t been completed, INC shall cooperate with the orderly transfer of any knowledge or documentation reasonably requested by the Customer. |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|                              |                                                                                                                                                                                                             | 21.2.4                                                                                                                                                                                                                                                                                                                         | In consultation with Customer, INC will promptly initiate all appropriate action to close the Study and, subject to any applicable retention requirements imposed by law.                                                     |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|                              |                                                                                                                                                                                                             | 21.2.5                                                                                                                                                                                                                                                                                                                         | INC will take all appropriate action to close out each of the sites for the Study in a timely manner.                                                                                                                         |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|                              |                                                                                                                                                                                                             | 21.2.6                                                                                                                                                                                                                                                                                                                         | The Customer will cooperate with INC to ensure that Study Subjects who may be affected by termination receive adequate medical care                                                                                           |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|                              | 21.3                                                                                                                                                                                                             | INC may retain, at its own cost and subject to the confidentiality provisions of this Agreement, one copy of any materials that were provided by it to the Customer as a result of the Services performed under this Agreement, and that are necessary to be retained by INC to satisfy or monitor its regulatory obligations. |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
| 22.                               | Rights of Action Preserved                                                                                                                                                                                       |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|                              | The termination of this Agreement whether by effluxion of time or otherwise shall not prevent the enforcement by either party of any right of action which arose prior to or in consequence of such termination. |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
| PART 8 – DISPUTE RESOLUTION |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
| 23.                               | Dispute Resolution                                                                                                                                                                                               |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|                              | 23.1                                                                                                                                                                                                             | In this clause:                                                                                                                                                                                                                                                                                                                |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|                              |                                                                                                                                                                                                             | 23.1.1                                                                                                                                                                                                                                                                                                                         | Complainant means the person who starts the procedure under clause 21.1.2                                                                                                                                                     |
|                              |                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                          |                                                                                                                                                              |
|                              |                                                                                                                                                                                                             | 23.1.2                                                                                                                                                                                                                                                                                                                         | Respondent means the person with whom the Complainant has a dispute.                                                                                                                                                          |

|  MSA Prana V4, 2nd April 2012(SL) |
|----------------------------------------|

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|                         |                     |                                                                                                                                                                                                                                                                                                                                         |                                                        |
|------------------------------|--------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------|
|                         | 23.2                     | The parties must follow the following procedure to try to resolve disputes arising under this Agreement.                                                                                                                                                                                                                                     |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |
|                         | 23.3                     | The Complainant must tell the Respondent in writing:                                                                                                                                                                                                                                                                                         |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |
|                         |                     | 23.3.1                                                                                                                                                                                                                                                                                                                                       | the nature of the dispute; and                              |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |                                                        |
|                         |                     | 23.3.2                                                                                                                                                                                                                                                                                                                                       | what outcome the Complainant wants; and                     |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |                                                        |
|                         |                     | 23.3.3                                                                                                                                                                                                                                                                                                                                       | what action the Complainant thinks will settle the dispute. |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |                                                        |
|                         | 23.4                     | Senior management of each party must seek to resolve the dispute as soon as reasonably practicable.                                                                                                                                                                                                                                          |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |
|                         | 23.5                     | If the parties cannot agree to resolve the matter pursuant to clause 23.4 within 3 weeks, either party may take such further or other action as they may consider appropriate.                                                                                                                                                               |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |
|                         | 23.6                     | All discussions for the purpose of the negotiations described in paragraph 23.4 are without prejudice.                                                                                                                                                                                                                                       |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |
|                         | 23.7                     | No document brought into existence specifically for the purpose of those negotiations can be evidence in any subsequent litigation by a party.                                                                                                                                                                                               |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |
|                         | 23.8                     | The existence of a dispute under this clause does not excuse a party from the performance of its obligations under this Agreement.                                                                                                                                                                                                           |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |
|                         | 23.9                     | Nothing in this clause will prevent a party from seeking urgent relief before an appropriate Court.                                                                                                                                                                                                                                          |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |
| PART 9 – MISCELLANEOUS |
|                         |
| 24.                          | Goods & Services Tax |
|                         |                     |
|                         |                     | Unless otherwise specified in the Work Authorisation for a Project, fees are expressed as exclusive of Goods and Services Tax (GST). Where fees are GST exclusive and INC is liable to pay GST in respect of any Services provided pursuant to this Agreement, INC may add the GST amount to invoices provided to Customer for the Services. |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |
|                         |                     | Provided that the relevant invoice complies with the requirements of a tax invoice to enable Customer to claim a credit or refund of GST, Customer shall pay the GST amount at the same time and in the same manner as other amounts invoiced under this Agreement.                                                                          |
|                         |                     |                                                                                                                                                                                                                                                                                                                                         |
|                         |                     | Where the services are directly contracted by an overseas Customer GST will not be applicable.                                                                                                                                                                                                                                               |

|  MSA Prana V4, 2nd April 2012(SL) |
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|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------|
| 25.    | Relationship                                                                                                                                                                                  |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   | 25.1                                                                                                                                                                                          | INC is independent of the control of the Customer.                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   | 25.2                                                                                                                                                                                          | The parties are not principal and agent, partners, trustee and beneficiary, or employer and employee.                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   | 25.3                                                                                                                                                                                          | INC must not represent itself and must ensure that its representatives, employees and agents do not represent themselves as being employees of the Customer.                                                                                                                                                           |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
| 26.    | Recruitment of Personnel                                                                                                                                                                      |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   | 26.1                                                                                                                                                                                          | Each party hereby undertakes not to solicit or employ employees from the other Party for the term of this Agreement and for a period of 6 months following termination of this Agreement, unless mutually agreed by the Parties.                                                                                       |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
| 27.    | Assignment                                                                                                                                                                                    |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   | A party may only assign its rights and obligations under this Agreement with the written consent of the other party.                                                                          |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
| 28.    | Amendment                                                                                                                                                                                     |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   | 28.1                                                                                                                                                                                          | This Agreement may only be amended in writing signed by the parties.                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   | 28.2                                                                                                                                                                                          | A Work Authorisation may only be amended by a further Work Authorisation or Amendment to a Work Authorisation being issued and accepted, as described in clause 3. An amendment to a Work Authorisation should clearly identify those aspects and the extent to which the original Work Authorisation has been varied. |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   | 28.3                                                                                                                                                                                          | An Amendment to a Work Authorisation carries the same authority as a Work Authorisation as described in clause 3.                                                                                                                                                                                                      |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
| 29.    | NoWaiver                                                                                                                                                                                      |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   | 29.1                                                                                                                                                                                          | A party may only waive a breach of this Agreement in writing signed by that party or its authorised representative.                                                                                                                                                                                                    |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   | 29.2                                                                                                                                                                                          | A waiver is limited to the instance referred to in the writing (or if no instance is referred to in the writing, to past breaches).                                                                                                                                                                                    |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
| 30.    | No Merger                                                                                                                                                                                     |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   | The rights and obligations under this Agreement that by their nature are capable of surviving expiry or termination of this Agreement continue after expiry or termination of this Agreement. |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
| 31.    | Further Action                                                                                                                                                                                |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   | 31.1                                                                                                                                                                                          | Each party must do all things necessary to carry out this Agreement, including:                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   |                                                                                                                                                                                          | 31.1.1                                                                                                                                                                                                                                                                                                                 | executing documents; and                                     |
|   |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                   |                                                         |
|   |                                                                                                                                                                                          | 31.1.2                                                                                                                                                                                                                                                                                                                 | ensuring its employees and agents perform their obligations. |

|  MSA Prana V4, 2nd April 2012(SL) |
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|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |                                                                                                                                                                 |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 31.2                                                                                                                                                                                              | A party must not do anything that will prevent this agreement from being carried out.                                                                                                                                                                                             |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |                                                                                                                                                                 |
| 32.    | Severance                                                                                                                                                                                         |
|   |                                                                                                                                                                                              |
|   | Any provision of this Agreement that is or becomes invalid, unlawful, void or unenforceable that is capable of severance without affecting any other of the obligations or rights of the parties. |
|   |                                                                                                                                                                                              |
| 33.    | Force Majeure                                                                                                                                                                                     |
|   |                                                                                                                                                                                              |
|   | 33.1                                                                                                                                                                                              | Where force majeure prevents or delays a party from performing any obligation under this Agreement, and such prevention or delay could not have been overcome by the exercise of due diligence, the party’s obligation is suspended as long as the force majeure continues. |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |                                                                                                                                                                 |
|   | 33.2                                                                                                                                                                                              | For the purpose of this clause force majeure means an act of God, war, revolution or any other unlawful act against public order or authority and a government restraint.                                                                                                         |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |                                                                                                                                                                 |
|   | 33.3                                                                                                                                                                                              | Upon the occurrence of a force majeure the party whose obligation is suspended must immediately notify the other party, and use its best endeavours to overcome the circumstances.                                                                                                |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |
| 34.    | Entire Agreement                                                                                                                                                                                  |
|   |                                                                                                                                                                                              |
|   | 34.1                                                                                                                                                                                              | This Agreement and any Work Authorisation that may issue pursuant to this Agreement records the entire agreement between the parties about its subject matter.                                                                                                                    |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |                                                                                                                                                                 |
|   | 34.2                                                                                                                                                                                              | Neither party has given any warranty or made any representation to the other party about the subject matter of this Agreement, other than those warranties and representations appearing in this Agreement.                                                                       |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |
| 35.    | Notice                                                                                                                                                                                            |
|   |                                                                                                                                                                                              |
|   | 35.1                                                                                                                                                                                              | Notice and documents must be in writing and in English, and may be given by an authorised representative of the sender, refer to Schedule 1 for contact details.                                                                                                                  |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |                                                                                                                                                                 |
|   | 35.2                                                                                                                                                                                              | Notice and documents may be given to a person:                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                              | 35.2.1                                                                                                                                                                                                                                                                            | personally;                                                                                                                                                          |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |                                                                                                                                                                 |
|   |                                                                                                                                                                                              | 35.2.2                                                                                                                                                                                                                                                                            | by leaving it at the person’s Address;                                                                                                                         |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |                                                                                                                                                                 |
|   |                                                                                                                                                                                              | 35.2.3                                                                                                                                                                                                                                                                            | by sending it by pre-paid mail to the person’s Address;                                                                                                        |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |                                                                                                                                                                 |
|   |                                                                                                                                                                                              | 35.2.4                                                                                                                                                                                                                                                                            | by sending it by facsimile to the person’s Facsimile Number as described in the Address and then confirming it by pre-paid mail to the person’s Address; |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |                                                                                                                                                                 |
|   |                                                                                                                                                                                              | 35.2.5                                                                                                                                                                                                                                                                            | by sending it by email to the person’s email address as described in the Address.                                                                              |
|   |                                                                                                                                                                                              |                                                                                                                                                                                                                                                                              |                                                                                                                                                                 |
|   | 35.3                                                                                                                                                                                              | Notice and documents are deemed to be received by a person:                                                                                                                                                                                                                       |

|  MSA Prana V4, 2nd April 2012(SL) |
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|   |          |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                              |
|--------|---------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |          | 35.3.1                                                                                                                                                                                                                                                                                                                                      | when left at the person’s address;                                                                                                                                                                                          |
|   |          |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                              |
|   |          | 35.3.2                                                                                                                                                                                                                                                                                                                                      | if sent by pre-paid mail, 3 Business Days after posting;                                                                                                                                                                          |
|   |          |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                              |
|   |          | 35.3.3                                                                                                                                                                                                                                                                                                                                      | if sent by facsimile and confirmed by pre-paid mail, at the time and on the day shown in the sender’s transmission report, if it shows that the whole notice was sent to the person’s facsimile number last notified; |
|   |          |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                              |
|   |          | 35.3.4                                                                                                                                                                                                                                                                                                                                      | if sent by email, at the time of transmission and a report produced of the document being sent will be conclusive evidence of delivery even if the communication is not opened by the recipient.                                  |
|   |          |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                              |
|   |          | However, if the notice is deemed to be received on a day which is not a Business Day it is deemed to be received on the next Business Day.                                                                                                                                                                                                  |
|   |          |                                                                                                                                                                                                                                                                                                                                        |
|   | 35.4          | If two or more people comprise a party, notice to one is effective notice to all.                                                                                                                                                                                                                                                           |
|   |          |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                              |
| 36.    | Governing Law |
|   |          |
|   | 36.1          | This Agreement is governed by the law of Victoria.                                                                                                                                                                                                                                                                                          |
|   |          |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                              |
|   | 36.2          | The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria and the Victorian division of the Federal Court of Australia, and the courts of appeal from them.                                                                                                                                                |
|   |          |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                              |
|   | 36.3          | No party may object to the jurisdiction of any of those courts on the ground that it is an inconvenient forum or that it does not have jurisdiction.                                                                                                                                                                                        |
|   |          |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                              |
| 37.    | Costs         |
|   |          |
|   | 37.1          | Each party shall be responsible for its own cost for the negotiation, preparation and execution of this Agreement.                                                                                                                                                                                                                          |
|   |          |                                                                                                                                                                                                                                                                                                                                        |
| 38.    | Privacy       |
|   |          |
|   | 38.1          | Each party must comply with all relevant privacy Laws in Australia, in relation to providing the Services whether or not the party is an organisation bound by the Cth Privacy Act.                                                                                                                                                         |
|   |          |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                              |
|   | 38.2          | Each party acknowledges that personal information provided by patients under this Agreement, is also Confidential Information and is subject to the confidentiality obligations under clause 19.                                                                                                                                            |
|   |          |                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                              |
|   | 38.3          | INC must:                                                                                                                                                                                                                                                                                                                                   |
|   |          |                                                                                                                                                                                                                                                                                                                                        |
|   |          | (a)           collect, store, use, disclose or otherwise deal with any personal information provided by patients under this Agreement, as directed by the Customer, except to the extent that compliance with the direction would cause ICN to breach any relevant privacy laws; and |
|   |          |                                                                                                                                                                                                                                                                                                                                        |
|   |          | (b)           provide all assistance required by the Customer to assist the Customer in complying with its obligations under any relevant privacy law.                                                                                                                                    |

|  MSA Prana V4, 2nd April 2012(SL) |
|----------------------------------------|

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|   |                                                             |                                                                                 |
|--------|------------------------------------------------------------------|--------------------------------------------------------------------------------------|
| Item 1 | Commencement Date                                                | The 22nd day of September 2011                                                       |
|   |                                                             |                                                                                 |
| Item 2 | Notices and Documents to be forwarded to the following contacts: |
|   |                                                             |
|   | If to INC:                                                       |                                                                                 |
|   |                                                             |                                                                                 |
|   | Postal Address:                                                  | INCResearch Australia Pty Limited                                                    |
|   |                                                             | 124 Lipson StreetPort AdelaideSouth Australia 5015AustraliaAttention: Sharryn Lunnay |
|   |                                                             |                                                                                 |
|   | Facsimile:                                                       | +618 8447 3511                                                                       |
|   |                                                             |                                                                                 |
|   | Email:                                                           | slunnay@incresearch.com                                                              |
|   |                                                             |                                                                                 |
|   | Postal Address:                                                  | Prana Biotechnology Limited                                                          |
|   |                                                             | Level 2, 369 Royal ParadeParkvilleVictoria 3052AustraliaAttention: Di Angus          |
|   |                                                             |                                                                                 |
|   | Facsimile:                                                       | +613 9348 0377                                                                       |
|   |                                                             |                                                                                 |
|   | Email:                                                           | dangus@pranabio.comcc. peneamor@bigpond.net.au                                       |

|  MSA Prana V4, 2nd April 2012(SL) |
|----------------------------------------|

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