**Exhibit 4.21**

 

**STANDSTILLAND OPTION AGREEMENT**

 

This Agreement is made and entered into betweenPerlegen Sciences Inc., having its principal office at 309 University Dr.,Menlo Park CA, USA (hereinafter “**Grantor**”),and Genetic Technologies Limited ACN 009 212 328, having its principal officeat 60-66 Hanover Street, Fitzroy, Victoria, Australia 3065 (hereinafter “**Grantee**”).

 

1.       Grant of Option. In consideration of the payment of the Option Fee by the Grantee to theGrantor, the receipt of which the Grantor acknowledges, the Grantor grants theGrantee an exclusive right during the Option Term to conduct due diligenceinvestigations on the Brevagen Assets and seek to agree formal documents topurchase the Brevagen Assets from the Grantor in accordance with this OptionAgreement.

 

2.       Definitions.

 

a.       The **Option Fee** means that amount which theGrantor and the Grantee agree shall be paid for the Option.   TheOption Fee shall be Nine Thousand One Hundred (USD 9,100) United StatesDollars.  The Grantee shall pay theOption Fee within 14 days of execution of this Agreement.

 

b.      The **Brevagen Assets** means all the Grantor’s business assets whichinclude: the 7 SNP Validated Assay for Breast Cancer “BrevaGen” (and allBrevaGen related materials including technical/validation, background/marketingmaterials, intellectual property/licenses/know-how (including all BrevaGenrelated patent filings (Genomic Analysis/Method filings and Breast Cancerfilings)), and customer research/lists required to manufacture, develop, create,transfer, perform, distribute or sell the Brevagen test) , CLIA Accreditation,Equipment including MASSArray machine, and The BrevaGen Sales and marketingmaterials.

 

c.       **Option**means the Grantee’s exclusiveright during the Option Term to conduct due diligence investigations on theBrevagen Assets and seek to agree formal documents to purchase the BrevagenAssets in accordance with the terms of this Option Agreement.

 

d.       The **Option Term** means the period of four (4) monthsfrom the date of execution of this Agreement.

 

3.       Exercise of theOption.  The Grantee may exercise the Option at anytime prior to expiration of the Option Term by giving written notice that itwishes to acquire the Brevagen Assets. The notice must be signed by the Grantee and delivered to the Grantor atits address stated above on or before the expiration of the Option Term.

 

4.       Confidentiality.  Pursuant to the Confidentiality Agreement signed by the parties on or about 11 November 2009,the parties agree to maintain proprietary information revealed pursuant to theOption Agreement in confidence (other than as required by the ASX ListingRules), to disclose them only to persons within their respective companies orprofessional advisers with a need to know, and to furnish assurances to theother party that such persons understand this duty of confidentiality.

 

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5.       Conditions toPurchase.   During the Option Term:

 

a)      The Grantor must:

 

i.      promptly provideall****due diligence materials reasonablyrequested by Grantee;

ii.     ensure that, in providingdue diligence material and all reasonable assistance to the Grantee, thematerial supplied by the Grantor is a bona fide reflection of the state of thebusiness and the Brevagen Assets;

iii.    maintain the Brevagen Assetsin good standing;

iv.    seek and receiveshareholder/stakeholder approval (if required) to sell the Brevagen Assets; and

v.     use reasonableendeavours to prevent any event which may have a material adverse effect on thevalue or viability of the Brevagen Assets.

 

b)      The Grantee must:

 

i.      complete alltechnical, market, commercial, management, financial, tax, legal and IP duediligence to the sole satisfaction of the Grantee;

ii.     raise sufficientcapital for it to to fund the transaction and the proposed BrevaGen productre-launch; and

iii.    receive any and allnecessary shareholder, regulatory or third party approvals for the proposedtransaction.

 

6.       OptionTerm.  The Grantor will not duringthe Option Term, directly or indirectly, through any of its employees or anyadviser or representative retained by them canvass or solicit or encourage(including, but not limited to, by way of providing any information or enteringinto any form of agreement, arrangement or understanding) to initiate orcontinue with any enquiries or proposals from any third parties regarding anysale of part or all of the Brevagen Assets or similar transaction in relationto the Brevagen Assets.

 

7.       TransactionStructure and Terms of Sale of the Brevagen Assets. It is agreed that the proposed transaction for the sale and purchase of theBrevagen Assets will reflect that, subject to any valid set-off, agreed betweenthe parties, as a result of the Grantee’s due diligence, the Brevagen Assetshave a maximum value of USD1,600,000 (which shall be made up of USD1,100,000 forthe 7 SNP Validated Assay, the MASSArray Equipment, The Sales and MarketingMaterials and either: a  USD500,000 fee or4% royalty on BrevaGen sales at Grantee’s option). In addition, the parties maywish to negotiate the sale of Perlegen’s remaining patent portfolio for up toan additional USD1,000,000.

 

8.       FormalDocuments. The parties intend to seek to agree the terms andconditions of a binding sale agreement in relation to the Brevagen Assets andsuch other agreements as the parties may agree (“**Formal Documents**”) with a view to executing them as soon aspracticable and in any event on exercise of the Option.  However, there is no binding obligation forthe parties to enter into the Formal Documents and there is no binding agreementuntil the parties execute the Formal Documents. The Formal Documents will (if entered into), in addition to reflectingthe basic commercial terms of this agreement include other provisionsordinarily included in such documents.

 

9.       Expiry of Option. If the Grantee fails to exercise the Option before the expiration of the OptionTerm this Option Agreement shall terminate and the Grantor may retain theOption Fee and shall have no further obligation to the Grantee. If the parties meet the Conditionsto Purchase and an Asset Sale Agreement is secured, the Option Fee shall berebatable against the Purchase Price.

 

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10.     Assignment. This Option Agreement shall bind and benefit the parties’ successors andassigns.  Neither party may assign rights under this Option Agreement withoutthe prior written consent of the other party.

 

11.     Entire Agreement;Amendment.  This Option Agreement contains the entireagreement of the parties with respect to the transaction described herein, andno prior or simultaneous oral or other written representations or promisesshall be a part of this Agreement or otherwise effective.  This OptionAgreement may not be amended or released, in whole or in part, except by adocument signed by both parties.

 

12.     Warranty.  Grantor represents and warrants that the Grantor has clear title to, and isfree to sell the Brevagen Assets.  Inaddition, the Grantor represents and warrants that the due diligence materialsupplied by the Grantee is a bona fide reflection of the state of the businessand the Brevagen Assets.

 

13.     Law.This Option Agreement shall be interpreted in accordance with the laws ofColorado.

 

To evidence their agreement to the foregoing termsand conditions, the Grantor and the Grantee have executed this Option Agreementbelow:

 

**Execution Date:     December 2009**

 

 

| **SIGNED**for and on  behalf of **Perlegen Sciences Inc.**  by its duly authorised representatives: | ** **                                 | **SIGNED**for and on  behalf of **Genetic Technologies Limited**by  its duly authorised representatives: |
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| ** **                                                                                          | ** **                                 | ** **                                                                                               |
| ** **                                                                                          | ** **                                 | ** **                                                                                               |
| ** **                                                                                          | ** **                                 | ** **                                                                                               |
|                                                                                                |                                       |                                                                                                     |   |   |
| Name:                                                                                               |                                       |                                                                                                     | Name: | Dr Paul MacLeman |
|                                                                                                |                                       |                                                                                                     |   |   |
| Title:                                                                                              |                                       |                                                                                                     | Title: | Chief Executive Officer |
|                                                                                                |                                       |                                                                                                     |   |   |
| Date:                                                                                               |     December 2009 |                                                                                                     | Date: |     December 2009 |

 

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