EXHIBIT 12



CHIEF EXECUTIVE OFFICER CERTIFICATION



I, Alan D. Robertson, Chief Executive Officer of Pharmaxis Ltd (the Registrant), certify that:



1. I have reviewed this annual report on Form 20-F of the Registrant;



2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual
report;



3. Based on my knowledge, the financial statements,
and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;



4. The Registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:



| | a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | Disclosed in this annual report any change in the Registrants internal control over financial reporting that occurred during the period covered by this annual report that has
materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5. The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting,
to the Registrants auditors and the audit committee of the Registrants board of directors:



| | a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the
Registrants ability to record, process, summarize and report financial information; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal controls over financial reporting.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                        |  |  |  |                         
|----------------------- |  |  |  | ------------------------
|                        |  |  |  | Pharmaxis Ltd           
|                        |  | 
|Date: December 20, 2005 |  |  |  | /s/    ALAN D. ROBERTSON
|                        |  |  |  | Alan D. Robertson       
|                        |  |  |  | Chief Executive Officer 



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CHIEF FINANCIAL OFFICER CERTIFICATION



I, David M. McGarvey, Chief Financial Officer of Pharmaxis Ltd (the Registrant), certify that:



1. I have reviewed this annual report on Form 20-F of the Registrant;



2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual
report;



3. Based on my knowledge, the financial statements,
and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;



4. The Registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:



| | a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Evaluated the effectiveness of the Registrants disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | Disclosed in this annual report any change in the Registrants internal control over financial reporting that occurred during the period covered by this annual report that has
materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting; and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5. The Registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over financial reporting,
to the Registrants auditors and the audit committee of the Registrants board of directors:



| | a) | All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the
Registrants ability to record, process, summarize and report financial information; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrants internal controls over financial reporting.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                        |  |  |  |                         
|----------------------- |  |  |  | ------------------------
|                        |  |  |  | Pharmaxis Ltd           
|                        |  | 
|Date: December 20, 2005 |  |  |  | /s/    DAVID M. MCGARVEY
|                        |  |  |  | David M. McGarvey       
|                        |  |  |  | Chief Financial Officer