Exhibit 10.12


 


	LICENCE
                                         AGREEMENT

         

        CIMTECH
        PTY LIMITED

         

        and

         

        PARNELL
        TECHNOLOGIES PTY LTD

         






 






    	 



    	 



    

 


Table
of Contents


 


	 	 	 	Page
	 	 	 	 
	1.	PRELIMINARY	1
	 	 	 	 
	 	1.1	Definitions	1
	 	 	 	 
	 	1.2	Interpretation	7
	 	 	 	 
	 	1.3	Currency	7
	 	 	 	 
	2.	ROYALTY
    TERM	8
	 	 	 	 
	3.	LICENCE
    OF LICENSED INTELLECTUAL PROPERTY	8
	 	 	 	 
	 	3.1	Grant of license to PARNELL	8
	 	 	 	 
	 	3.2	Technology transfer	9
	 	 	 	 
	 	3.3	Separate agreements	9
	 	 	 	 
	4.	SUB-LICENSING	9
	 	 	 	 
	 	4.1	Grant of SUB-LICENSES	10
	 	 	 	 
	 	4.2	Provision of a copy of a SUB-LICENSE AGREEMENT	10
	 	 	 	 
	5.	ROYALTIES
    AND OTHER FINANCIAL TERMS	10
	 	 	 	 
	 	5.1	Up front payment	10
	 	 	 	 
	 	5.2	Milestone payments	10
	 	 	 	 
	 	5.3	Royalty on REVENUE	11
	 	 	 	 
	 	5.4	Royalty on milestone payments received
    from SUB-LICENSEE	12
	 	 	 	 
	 	5.5	Royalty Advice	13
	 	 	 	 
	 	5.6	Royalty and GST invoice	13
	 	 	 	 
	 	5.7	Payment of Royalty	13
	 	 	 	 
	 	5.8	Withholding Tax	14
	 	 	 	 
	6.	ACCOUNTS	14
	 	 	 	 
	 	6.1	Accounts to be maintained by PARNELL	14
	 	 	 	 
	 	6.2	Inspection of Accounts by CIMTECH	14
	 	 	 	 
	 	6.3	Deficiency in amount of payment	15
	 	 	 	 
	 	6.4	Accounts of SUB-LICENSEES	15
	 	 	 	 
	7.	GENERAL
    OBLIGATIONS OF LICENSEE	15
	 	 	 	 
	 	7.1	DEVELOPMENT OF the LICENSED INTELLECTUAL
    PROPERTY	15
	 	 	 	 
	 	7.2	Diligence obligations	15
	 	 	 	 
	 	7.3	Compliance with laws	15


 




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Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	 	7.4	No misleading or deceptive conduct	16
	 	 	 	 
	 	7.5	Reporting by PARNELL	16
	 	 	 	 
	8.	PATENTS	16
	 	 	 	 
	 	8.1	Countries	16
	 	 	 	 
	 	8.2	PATENT Ownership	16
	 	 	 	 
	 	8.3	PATENT to be maintained	16
	 	 	 	 
	 	8.4	PATENT Expenses	16
	 	 	 	 
	9.	INTELLECTUAL
    PROPERTY	17
	 	 	 	 
	 	9.1	Ownership	17
	 	 	 	 
	 	9.2	Infringement	17
	 	 	 	 
	 	9.3	Parties to consider acting jointly in
    relation to infringements	17
	 	 	 	 
	 	9.4	PARNELL elects to proceed solely	18
	 	 	 	 
	 	9.5	PARNELL elects not to proceed in relation
    to infringements	18
	 	 	 	 
	10.	CONFIDENTIAL
    INFORMATION	19
	 	 	 	 
	 	10.1	Ownership of CONFIDENTIAL INFORMATION	19
	 	 	 	 
	 	10.2	Use of CONFIDENTIAL INFORMATION	19
	 	 	 	 
	 	10.3	Non-Disclosure of CONFIDENTIAL INFORMATION	19
	 	 	 	 
	 	10.4	Relief to RECIPIENT	19
	 	 	 	 
	 	10.5	Damages inadequate	19
	 	 	 	 
	 	10.6	Disclosure to directors and employees	20
	 	 	 	 
	 	10.7	Disclosure for COMMERCIALISATION	20
	 	 	 	 
	 	10.8	Infringement of confidentiality	20
	 	 	 	 
	 	10.9	Public Statements	21
	 	 	 	 
	 	10.10	Survival of obligations	21
	 	 	 	 
	11.	INSURANCE	21
	 	 	 	 
	12.	WARRANTIES	21
	 	 	 	 
	 	12.1	DEVELOPMENT and COMMERCIALISATION is uncertain	21
	 	 	 	 
	 	12.2	Warranties by CIMTECH	21
	 	 	 	 
	 	12.3	Warranties by PARNELL	21
	 	 	 	 
	 	12.4	Acknowledgments	21





 






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Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	 	12.5	No
    other warranties	22
	 	 	 	 
	13.	RELEASE
    AND INDEMNITY	22
	 	 	 
	 	13.1	Release	22
	 	 	 	 
	 	13.2	Indemnity	22
	 	 	 	 
	14.	DISPUTE
    RESOLUTION	23
	 	 	 
	 	14.1	When
    this Clause applies	23
	 	 	 	 
	 	14.2	Notice
    of dispute	23
	 	 	 	 
	 	14.3	Appointment
    of representative	23
	 	 	 	 
	 	14.4	Mechanism
    for resolution of dispute	23
	 	 	 	 
	 	14.5	Commencement
    of legal proceedings	24
	 	 	 	 
	15.	TERMINATION	24
	 	 	 
	 	15.1	Termination
    by PARNELL with notice	24
	 	 	 	 
	 	15.2	Termination
    by CIMTECH for default by PARNELL	25
	 	 	 	 
	 	15.3	Termination
    does not affect prior rights or obligations or accrued rights	25
	 	 	 	 
	 	15.4	Exclusive
    rights	26
	 	 	 	 
	16.	RESULT
    OF TERMINATION	26
	 	 	 
	 	16.1	Return
    of confidential information	26
	 	 	 	 
	 	16.2	Destruction
    of confidential Information	26
	 	 	 	 
	17.	GOODS
    AND SERVICES TAX	26
	 	 	 
	 	17.1	GST recovery	26
	 	 	 	 
	 	17.2	Reimbursable
    amount	27
	 	 	 	 
	 	17.3	Legislative
    changes	27
	 	 	 	 
	 	17.4	Tax invoice	27
	 	 	 	 
	 	17.5	Definitions	27
	 	 	 	 
	18.	SERVICE
    OF NOTICES	27
	 	 	 
	 	18.1	Manner
    of Service of Notices	27
	 	 	 	 
	 	18.2	When
    service by post is effective	28
	 	 	 	 
	 	18.3	When
    service by facsimile transmission is effective	28
	 	 	 	 
	 	18.4	When
    personal service is effected	28
	 	 	 	 
	 	18.5	When
    email service is effected	28




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Table
of Contents


(continued)


 


	 	 	 	Page
	 	 	 	 
	19.	GENERAL	28
	 	 	 	 
	 	19.1	Assignment
    and novation	28
	 	 	 	 
	 	19.2	Relationship
    between the parties	28
	 	 	 	 
	 	19.3	Further
    Assurance	29
	 	 	 	 
	 	19.4	Counterparts	29
	 	 	 	 
	 	19.5	Legal
    Costs	29
	 	 	 	 
	 	19.6	Warranty
    of Authority	29
	 	 	 	 
	 	19.7	Whole
    Agreement	29
	 	 	 	 
	 	19.8	Variations	30
	 	 	 	 
	 	19.9	Waiver	30
	 	 	 	 
	 	19.10	Applicable
    Law	30
	 	 	 	 
	 	19.11	Severance	30
	 	 	 	 
	SCHEDULE
    1:  WARRANTIES	32


 




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LICENCE
AGREEMENT


 





	 	 
	THIS AGREEMENT is made on the	day of March 2014


 


	
         

        BETWEEN
	
         

        CIMTECH PTY LIMITED ACN 127 621 345 of Suite 3,
        National Innovation Centre, Australian Technology Park, 4 Cornwallis St, Eveleigh, New South Wales, Australia

         

        (“CIMTECH”)

         

	AND	
        PARNELL TECHNOLOGIES PTY LTD ACN 138 251 635 of
        Unit 4 Century Estate, 476 Gardeners Road, Alexandria, New South Wales,

         

        (“PARNELL”)

         





 


BACKGROUND


 


A.           CIMTECH
owns the LICENSED INTELLECTUAL PROPERTY.


 


B.           PARNELL
has the capability to develop and commercialise the LICENSED INTELLECTUAL PROPERTY on a global basis.


 


C.           CIMTECH
has agreed to grant to PARNELL an exclusive worldwide licence to DEVELOP and COMMERCIALISE the LICENSED INTELLECTUAL PROPERTY
upon the terms of this Agreement.


 


THIS
AGREEMENT PROVIDES


 


1.          PRELIMINARY


 


1.1           Definitions


 


In
this Agreement:


 


AFFILIATE
means any corporation or non-corporate business entity which controls, is controlled by, or is under common control with PARNELL,
and a corporation or non-corporate business entity shall be regarded as in control of another corporation if:


 


(a)          it
owns, or directly or indirectly controls, at least fifty (50%) percent of the voting stock of the other corporation, or


 


(b)          in
the absence of the ownership of at least fifty (50%) percent of the voting stock of a corporation or in the case of a non-corporate
business entity, or non-profit corporation, it possesses, directly or indirectly, the power to direct or cause the direction of
the management and policies of such corporation or non-corporate business entity.


 




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BUSINESS
DAY means a day (other than a Saturday or Sunday) upon which banks are ordinarily open for business in Sydney.


 


COMMERCIALISE
means, in relation to a product, to use, make, manufacture, have made or manufactured, sell, advertise, promote, distribute,
hire, or otherwise dispose of the product, or to keep it for the purpose of doing any of those things.


 


CONFIDENTIAL
INFORMATION means:


 


(a)          information
provided to the Recipient under this Agreement which is by its nature confidential;


 


(b)          information
provided to the Recipient under this Agreement which the Discloser identifies to the Recipient as confidential;


 


(c)          information
provided to the Recipient under this Agreement which the Recipient knows or ought to know is confidential,


 


but
does not include:


 


(d)          information
which is or becomes public knowledge other than by breach of this Agreement;


 


(e)          information
which is in the possession of the Recipient without restriction in relation to disclosure before the Recipient receives it from
the Discloser; or


 


(f)          information
which is independently developed or acquired by the Recipient,


 


and
in the case of CIMTECH includes any confidential information disclosed under clause 3.2.


 


DEVELOPMENT
(and DEVELOP) means research and development of the PRODUCTS including but limited to activities, projects and investigations
associated directly or indirectly with composition of matter, formulation development, mode of action studies, pharmacokinetic
investigations, in vitro and in vivo studies in animals or humans, safety studies, efficacy studies, human user safety studies,
environmental safety studies, pharmaceutical product ingredient characterisation, process development and scale up for manufacture,
regulatory approvals, market investigations and assessments, and all other processes or endeavours associated with obtaining the
approval of the PRODUCT by a relevant regulatory body.


 


DEVELOPMENT
COSTS means the total amounts expended by PARNELL on DEVELOPMENT, including internal costs that are appropriately and relevantly
allocated to projects and activities associated with development of the PRODUCTS and which are appropriately accounted for and
recorded, and all amounts paid to third parties, and further including the costs of filing applying for and protecting the INTELLECTUAL
PROPERTY; but excluding costs for the commercial distribution, sales and marketing of PRODUCTS after the PRODUCT is approved.


 




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DEVELOPMENT
PLAN means a document which details the commercially reasonable actions planned to be undertaken by PARNELL to use the LICENSED
INTELLECTUAL PROPERTY to DEVELOP PRODUCTS including orthopaedic veterinary and human and dermatological veterinary and human PRODUCTS.


 


DISCLOSER
means a party to this Agreement which discloses CONFIDENTIAL INFORMATION.


 


IFRS
or the INTERNATIONAL FINANCIAL REPORTING STANDARDS means the set of accounting standards developed by the International
Accounting Standards Board for the preparation of company financial statements.


 


INSOLVENCY
EVENT means:


 


(a)          a
winding up order is made;


 


(b)          a
resolution is made for winding up (other than for the purpose of reconstruction);


 


(c)          a
provisional liquidator or administrator is appointed;


 


(d)          an
official manager, a receiver, a receiver and manager or similar officer is appointed and that appointment is not stayed or revoked
within 14 days;


 


(e)          ceasing
to carry on business;


 


(f)          any
proposal to enter into a scheme of arrangement or composition for the benefit of creditors (except for the purpose of reconstruction);


 


(g)          execution
is levied on a judgment that is not the subject of a dispute, for an amount exceeding $50,000.00, in favour of a creditor, and
is not satisfied within the required time.


 


INTELLECTUAL
PROPERTY means any of the following created using the LICENSED INTELLECTUAL PROPERTY whether created by PARNELL or on its
behalf and regardless of inventorship or whether or not it contains LICENSED INTELLECTUAL PROPERTY:


 


(a)          an
invention or discovery; manner, method or process of manufacture; method or principle of construction; chemical composition or
formulation; biological material; computer program; integrated circuit, circuit layout or semiconductor chip layout or design;
plan, drawing or design; or scientific, technical or engineering information or document;


 


(b)          any
improvement, modification or development of any of the foregoing;


 




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(c)          any
patent, application for a patent, right to apply for a patent or similar rights for or in respect of any INTELLECTUAL PROPERTY
referred to in sub-paragraphs (a) or (b);


 


(d)          any
trade secret, know-how, or right of secrecy or confidentiality in respect of any information or document or other INTELLECTUAL
PROPERTY referred to in sub-paragraphs (a) or (b);


 


(e)          any
copyright or other rights in the nature of copyright subsisting in any works or other subject matter referred to in sub-paragraphs
(a) or (b);


 


(f)          the
KNOW HOW; and


 


(g)          the
IMPROVEMENTS.


 


KNOW
HOW means all know how and trade secrets and technical or other information whether or not patentable, and in whatever form
including any electronic, tangible or intangible medium, and includes information and materials, discoveries, trade secrets, inventions,
modifications, improvements, data (including amongst other things all chemical, preclinical, pharmacological, pharmacokinetic,
toxicological, analytical and quality control data), results, laboratory records, reports, summaries and information contained
in submissions to, and information from, regulatory authorities.


 


IMPROVEMENTS
means any change or improvement to the LICENSED INTELLECTUAL PROPERTY made by or on behalf of PARNELL after the date of this
Agreement.


 


LICENSED
INTELLECTUAL PROPERTY means the following patent applications:


 


(a)          ***


 


(b)          ***


 


(c)          ***


 


and
the CONFIDENTIAL INFORMATION disclosed by CIMTECH under clause 3.2.


 


MILESTONE
PAYMENTS means a payment from a SUB-LICENSEE that is linked to the reaching of predetermined significant stages of an agreed
development pathway that is not otherwise accounted for as REVENUE.


 


NADA
means a New Animal Drug Application or similar application or submission to the United States Food and Drug Administration
or its successor, or any similar application to any other REGULATORY AUTHORITY.


 




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NDA
means a New Drug Application, Biologics License Application, Worldwide Marketing Application, or Marketing Application Authorization,
or similar application or submission to the United States Food and Drug Administration, or any similar application to any other
REGULATORY AUTHORITY.


 


NET
SALES means:


 


(a)          where
PRODUCTS are sold by PARNELL or an AFFILIATE individually, and not as a component of a package of products: the *** by PARNELL
or its AFFILIATES less the total of each of the following, in each case to the extent ***:


 


(i)          ***and/or
***;


 


(ii)         ***and
*** and other ***and ***and *** to the ***;


 


(iii)        amounts
***;


 


(iv)        ***to
any ***and *** and ***;


 


(v)         ***,
if separately shown on the ***;


 


(b)          where
PRODUCTS are sold as a component of a package of PRODUCTS, and not individually: – the amount calculated in accordance with
paragraph (a), that is ***to the PRODUCTS;


 


(c)          where
PRODUCTS are sold to any person that enjoys a favoured course of dealing with PARNELL or its AFFILIATES, the amount calculated
in accordance with paragraph (a), but substituting for the ***have been ***had the ***.


 


PATENT
means the patent applications or patents granted in respect of the patent applications listed in the definition of LICENSED
INTELLECTUAL PROPERTY.


 


PRODUCT
means each product the manufacture, use, or sale of which infringes, uses, or employs any part of the LICENSED INTELLECTUAL
PROPERTY or was developed with the assistance of the LICENSED INTELLECTUAL PROPERTY.


 


PUBLIC
DOMAIN means the general store of knowledge that is known or generally available and ascertainable by members of the community.


 


RECIPIENT
means a party to this agreement to whom CONFIDENTIAL INFORMATION is disclosed.


 


REGULATORY
AUTHORITY means any applicable government regulatory authority involved in granting approvals for the manufacturing, marketing,
reimbursement and/or pricing of PRODUCTS (other than COSMETIC PRODUCTS) in the TERRITORY, including, in the United States, the
United States Food and Drug Administration and any successor governmental authority having substantially the same function.


 




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REVENUE
means NET SALES plus SUB-LICENSE FEES and if not denominated in Australian dollars then such foreign currency amount that
is translated into Australian dollars in accordance with clause 1.3(b).


 


ROYALTY
PERIOD means each calendar year ending 31 December.


 


ROYALTY
TERM in relation to each separate country in the TERRITORY means the period set out in Clause 2.


 


SPOT
RATE means the buy rate for Australian dollars as published by Westpac Banking Corporation relating to the day that a foreign
currency denominated REVENUE amount is received by PARNELL and thus translated into Australian dollars for the purposes of calculating
the Australian dollar equivalent of all foreign currency amounts under this Agreement.


 


SUB-LICENSE
AGREEMENT means an agreement between PARNELL and a SUB-LICENSEE.


 


SUB-LICENSEE
means a person to whom PARNELL grants a sub-license to DEVELOP or COMMERCIALISE the LICENSED INTELLECTUAL PROPERTY or the
INTELLECTUAL PROPERTY.


 


SUB-LICENSE
FEES mean payments, other than milestone payments referred to in clause 5.4, which are received by PARNELL or its AFFILIATES
from a SUB-LICENSEE for the use of the LICENSED INTELLECTUAL PROPERTY or the PRODUCTS sold in the TERRITORY during the ROYALTY
TERM


 


TERRITORY
means the whole world.


 


US
GAAP means the generally accepted accounting principles in the United States.


 


VALID
CLAIM means any of the following claims:


 


(a)          a
claim of any unexpired PATENT, which has not been:


 


(i)          held
unenforceable, unpatentable or invalid by a decision of a court or governmental body of competent jurisdiction, unappealable or
unappealed within the time allowed for appeal;


 


(ii)         rendered
unenforceable through re-examination, reissue, disclaimer or otherwise;


 


(iii)        lost
through an interference proceeding; or


 


(iv)        abandoned;


 


(b)          a
claim of a pending application for a PATENT, if it has been pending for less than 6 years and which claim has not been:


 




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(i)          abandoned;
or


 


(ii)         finally
disallowed;


 


(c)          a
claim of a pending application for a PATENT, even if it has been pending for greater than 6 years, if it is the subject of interference
proceedings, and which claim has not been:


 


(i)          abandoned;
or


 


(ii)         finally
disallowed.


 


1.2           Interpretation


 


(a)          A
reference to a party to this Agreement includes a reference to that party’s executor, administrator, heirs, successors,
permitted assigns, guardian, and trustee in bankruptcy, all of whom, respectively, are bound by the provisions of this Agreement.


 


(b)          Headings
in this Agreement are inserted for guidance only, and shall not affect the meaning and interpretation of the remaining provisions
of this Agreement.


 


(c)          Words
in this Agreement importing the singular number or plural number shall include the plural number and singular number respectively.


 


(d)          Words
in this Agreement importing persons include all persons, entities and associations, including companies, trusts, bodies corporate,
statutory bodies, partnerships, and joint venturers.


 


(e)          Where
a word or phrase is given a particular meaning in this Agreement, other parts of speech and grammatical forms of that word or
phrase have corresponding meanings.


 


(f)          Where
a party to this Agreement is more than one person the covenants and obligations on their part contained in this Agreement are
binding upon each of them jointly and severally.


 


(g)          The
word “including” is not a word of limitation.


 


(h)          If
something must be done on a day that is not a BUSINESS DAY, it may be done on the next day that is a BUSINESS DAY.


 


(i)          A
reference to any statute is a reference to that statute, as amended and in force from time to time.


 


1.3           Currency


 


(a)          A
reference to an amount of money is a reference to that amount in Australian dollars.


 




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(b)          For
amounts that are denominated in a foreign currency, such amounts shall be translated to Australian dollars on the day the amount
is received by PARNELL using the SPOT RATE or in any event in accordance with PARNELL’s accounting standards as required
under US GAAP or IFRS.


 


(c)          All
amounts payable pursuant to this Agreement shall be paid in Australian dollars.


 


2.          ROYALTY
TERM


 


The
ROYALTY TERM for each country, in relation to each separate PRODUCT, is the period commencing upon the date of this Agreement,
and ending on the later of:


 


(a)          where
a PATENT encompassing any of the LICENSED INTELLECTUAL PROPERTY has been granted in that country - upon the *** and *** of the
PRODUCT in that country; or


 


(b)          where
no PATENT encompassing any of the LICENSED INTELLECTUAL PROPERTY has been granted in a country - upon the *** of the PRODUCT in
that country.


 


3.          LICENCE
OF LICENSED INTELLECTUAL PROPERTY


 


3.1           Grant
of license to PARNELL


 


(a)          Subject
to clause 3.1(b), CIMTECH grants to PARNELL an irrevocable perpetual exclusive license in the TERRITORY:


 


(i)          to
COMMERCIALISE the LICENSED INTELLECTUAL PROPERTY; and


 


(ii)         to
pursue the creation of INTELLECTUAL PROPERTY using the LICENSED INTELLECTUAL PROPERTY.


 


(b)          The
licence in clause 3.1(a) is irrevocable subject only to termination by CIMTECH in accordance with clause 15.2.


 


(c)          For
the avoidance of any doubt, the licences granted in paragraph (a) are for all fields of use of the LICENSED INTELLECTUAL
PROPERTY, including human and veterinary therapeutics and cosmetics.


 


(d)          For
the ROYALTY TERM, CIMTECH must not directly or indirectly, and either with or without a collaborator conduct any programs that
are intended to DEVELOP or COMMERCIALISE any products associated in any way with the active ingredients or raw materials used
in the manufacture of the PRODUCTS.


 




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3.2         Technology
transfer


 


(a)         CIMTECH
must provide the time of Dr. Graham Matheson to PARNELL during the period of *** from the date of this Agreement, for the purpose
of him transferring CIMTECH’s technology relating to the LICENSED INTELLECTUAL PROPERTY to PARNELL, without charge for his
time.


 


(b)         PARNELL
must reimburse to CIMTECH any out of pocket expenses incurred by CIMTECH with PARNELL’s prior written approval, for the purposes
of paragraph (a).


 


(c)         CIMTECH
acknowledges that PARNELL may at its expense engage Dr. Graham Matheson to provide advisory services relating to the LICENSED
INTELLECTUAL PROPERTY, independently of CIMTECH’s obligations in paragraph (a).


 


3.3         Separate
agreements


 


This Agreement operates as a separate agreement
in relation to:


 


(a)         each
PATENT in each country; and


 


(b)         such
of the INTELLECTUAL PROPERTY that never becomes the subject of a PATENT,


 


to the intent and purpose that if any law of any
country allows either party to terminate this Agreement by reason of any PATENT ceasing to be in force, and a party does so, that
termination shall operate with respect to the PATENT that ceased to be in force, without affecting the continued operation of this
Agreement in relation to:


 


(c)         all
remaining Patents, and


 


(d)         such
of the LICENSED INTELLECTUAL PROPERTY that never becomes the subject of a patent.


 


4.          SUB-LICENSING


 


4.1         Grant
of SUB-LICENSES


 


PARNELL may grant a sub-license to any person
to DEVELOP or COMMERCIALISE the LICENSED INTELLECTUAL PROPERTY or PRODUCTS without the prior consent of CIMTECH.


 


4.2         Provision
of a copy of a SUB-LICENSE AGREEMENT


 


PARNELL must, during the ROYALTY TERM:


 


(a)         upon
execution of a SUB-LICENSE AGREEMENT;


 




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(b)         upon
execution of an agreement varying a SUB-LICENSE AGREEMENT, or effecting a variation of a SUB-LICENSE AGREEMENT in any other way;
and


 


(c)         upon
receipt of a written request by CIMTECH,


 


provide to CIMTECH:


 


(d)         an
executed copy of a SUB-LICENSE AGREEMENT;


 


(e)         an
executed copy of an agreement varying a SUB-LICENSE AGREEMENT;


 


(f)         particulars
of a variation of a SUB-LICENSE AGREEMENT effected in any other way.


 


5.          ROYALTIES
AND OTHER FINANCIAL TERMS


 


5.1         Up
front payment


 


(a)         No
later than at the time of the making this Agreement, CIMTECH must provide to PARNELL an invoice for an up front payment of ***
and for any ***.


 


(b)         PARNELL
must pay the invoice referred to in paragraph (a) at the time of the making of this Agreement.


 


5.2         Milestone
payments


 


(a)         PARNELL
must pay to CIMTECH the following amounts, in relation to each of the following events, whether those events occur as a result
of actions by PARNELL, or as a result of actions by an AFFILIATE or a SUB-LICENSEE:


 


	No	 	Milestone	 	Amount
	1.	 	***	 	***
	2.	 	***	 	***
	3.	 	***	 	***
	4.	 	***	 	***


 


(b)         Each
amount referred to in paragraph (a) is increased by any ***.


 


(c)         PARNELL
will promptly notify CIMTECH in writing of each event referred to in paragraph (a) taking place.


 


(d)         ***after
receiving the notification referred to in paragraph (c), or ***, CIMTECH shall provide to PARNELL an invoice for the payment
due; and for any ***.


 




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(e)         Within
*** of receiving an invoice or invoices complying with paragraph (d), PARNELL shall pay to CIMTECH the amount invoiced, including
the ***.


 


5.3         Royalty
on REVENUE


 


For the ROYALTY TERM in relation to each
separate PRODUCT, PARNELL must pay to CIMTECH a royalty that is to be calculated for each ROYALTY PERIOD based upon REVENUE that
was received by PARNELL in the ROYALTY PERIOD *** with such royalty to be calculated as follows:


 


(a)         if
the aggregate REVENUE received by PARNELL in the relevant calendar year was *** for that PRODUCT, the rate below that corresponds
to the DEVELOPMENT COSTS for that PRODUCT:


 


	
        DEVELOPMENT COSTS

        (in millions)
	***	***	***	***	***
	Royalty Rate (%)	***	***	***	***	***


 


(b)         if
the aggregate REVENUE received by PARNELL in the relevant calendar year was ***, the rate below that corresponds to the DEVELOPMENT
COSTS for that PRODUCT:


 


	
        DEVELOPMENT COSTS

        (in millions)
	***	***	***	***	***
	Royalty Rate (%)	***	***	***	***	***


 


(c)         if
the aggregate REVENUE received by PARNELL in the relevant calendar year was ***, the rate below that corresponds to the DEVELOPMENT
COSTS for that PRODUCT:


 


	
        DEVELOPMENT COSTS

        (in millions)
	***	***	***	***	***
	Royalty Rate (%)	***	***	***	***	***


 




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(d)         if
the aggregate REVENUE received by PARNELL in the relevant calendar year was ***REVENUE for that PRODUCT in a calendar year, the
rate below that corresponds to the DEVELOPMENT COSTS for that PRODUCT:


 


	
        DEVELOPMENT COSTS

        (in millions)
	***	***	***	***	***
	Royalty Rate (%)	***	***	***	***	***


 


(e)         if
the aggregate REVENUE received by PARNELL in the relevant calendar year was ***, the rate below that corresponds to the DEVELOPMENT
COSTS for that PRODUCT:


 


	
        DEVELOPMENT COSTS

        (in millions)
	***	***	***	***	***
	Royalty Rate (%)	***	***	***	***	***


 


(f)         Each
royalty rate referred to in paragraphs (a) to (e) shall be *** *** for REVENUE received from sales of a PRODUCT in a country
where there is no VALID CLAIM or a generic version of the PRODUCT exists in that country, but without affecting the royalty rate
for REVENUE of any other PRODUCT in that country where a VALID CLAIM does exists for that other PRODUCT or where no generic version
exists of that other PRODUCT.


 


(g)         Where
PARNELL has determined in good faith that any third party IP may be necessary to develop, manufacture or commercialise the PRODUCT,
PARNELL may reduce its royalty payments in respect of the relevant PRODUCT by ***the cost of obtaining rights to that third party
IP, but in any case the royalty rate applicable in paragraphs (a) to (f) shall ***


 


5.4         Royalty
on milestone payments received from SUB-LICENSEE


 


(a)         PARNELL
must pay to CIMTECH a royalty of *** of each milestone payment that has been received by PARNELL under the first SUB-LICENSE AGREEMENT
whose scope refers ***, where that SUB-LICENSE AGREEMENT is granted ***.


 


(b)         The
royalty referred to in paragraph (a) is increased by ***.


 


(c)         PARNELL
will promptly notify CIMTECH in writing of the receipt of a milestone payment that is compliant with paragraph (a) under the
first SUB-LICENSE AGREEMENT.


 




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(d)         ***after
receiving the notification referred to in paragraph (c), or ***, CIMTECH shall provide to PARNELL an invoice for the royalty
payment due; and for any ***.


 


(e)         Within
***of receiving an invoice or invoices complying with paragraph (d), PARNELL shall pay to CIMTECH the amount invoiced, including
any ***.


 


5.5         Royalty
Advice


 


Within *** of the last day of a ROYALTY
PERIOD during the ROYALTY TERM, PARNELL must send to CIMTECH:


 


(a)         a
written statement stating:


 


(i)         the
***PRODUCTS sold;


 


(ii)         the
***of the PRODUCTS were sold in the ***in accordance with clause 1.3(b);


 


(iii)         NET
SALES and *** in accordance with clause 1.3(b);


 


(iv)         SUB-LICENSE
FEES received and *** in accordance with clause 1.3(b);


 


(v)         payments
referred to in Clause 5.4(a) and *** in accordance with clause 1.3(b),


 


in the ROYALTY
PERIOD to which the statement relates; and


 


(b)         copies
of ***AFFILIATE and SUB-LICENSEE indicating the ***AFFILIATE’s and SUB-LICENSEE’s sales in the relevant ROYALTY PERIODS;
and


 


(c)         a
written statement of the royalties payable ***for the ROYALTY PERIOD to which the statement relates.


 


5.6         Royalty
and GST invoice


 


*** after receiving the statements and things
referred to in Clause 5.5, CIMTECH shall provide to PARNELL an invoice for the royalty due, as shown on those statements,
and ***


 


5.7         Payment
of Royalty


 


Within *** of receiving an invoice or invoices
complying with Clause 5.6, PARNELL shall pay to CIMTECH the amount invoiced, including ***.


 




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5.8         Withholding
Tax


 


If PARNELL is required to pay any withholding
tax in respect of any royalties or payments due to CIMTECH, PARNELL may reduce the amount of royalties paid to CIMTECH by the amount
of withholding tax paid by PARNELL ***.


 


6.          ACCOUNTS


 


6.1         Accounts
to be maintained by PARNELL


 


During the ROYALTY TERM, PARNELL must keep,
and must ensure that each AFFILIATE and SUB¬LICENSEE keeps true and accurate accounts and records of:


 


(a)         the
quantities of PRODUCT sold;


 


(b)         the
gross sales price for which quantities of the PRODUCTS are sold;


 


(c)         NET
SALES;


 


(d)         SUB-LICENSE
FEES;


 


(e)         payments
referred to in Clause 5.4(a);


 


(f)         DEVELOPMENT
COSTS; and


 


(g)         SUB-LICENSES
granted.


 


6.2         Inspection
of Accounts by CIMTECH


 


(a)         CIMTECH
may at any time during the ROYALTY TERM, at its expense, appoint a person to inspect PARNELL’s books and records maintained
pursuant to Clause 6.1 and notify in writing to PARNELL of the appointment and identity of such person.


 


(b)         A
person producing a written notice of appointment referred to in paragraph (a) may during the ROYALTY TERM, on reasonable notice
(such notice not to be less than 10 business days), inspect books and records only during PARNELL’s usual business hours.


 


(c)         PARNELL
must:


 


(i)         cooperate
with a person producing the written notice of appointment referred to in paragraph (a);


 


(ii)         make
available to that person all the records identified in Clause 6.1;


 


(iii)         give
to that person reasonable assistance that person may request.


 




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6.3         Deficiency
in amount of payment


 


If as a result of any inspection CIMTECH
discovers any underpayment of the amounts required to be paid by PARNELL to CIMTECH pursuant to this Agreement and the underpayment
exceeds 5% of the amount that should have been paid, PARNELL shall pay to CIMTECH all of CIMTECH’s costs incurred in relation
to the inspection referred to in clause 6.2(b).


 


6.4         Accounts
of SUB-LICENSEES


 


PARNELL must, in every SUB-LICENSE AGREEMENT,
include obligations upon the SUB-LICENSEE with respect to the keeping of accounts and the inspection by PARNELL of accounts, no
less advantageous to PARNELL than Clauses 6.1 and 6.2 are to CIMTECH and PARNELL must endeavour to enforce such requirements of
the SUB-LICENSEE to the extent that CIMTECH will receive the full benefit as contemplated by this Agreement.


 


7.          GENERAL
OBLIGATIONS OF LICENSEE


 


7.1         DEVELOPMENT
OF the LICENSED INTELLECTUAL PROPERTY


 


To the extent that a Valid Claim continues
to exist in relation to a Patent, PARNELL *** to DEVELOP the LICENSED INTELLECTUAL PROPERTY.


 


To the extent that a Valid Claim continues
to exist in relation to a Patent, if PARNELL or its SUB-LICENSEES (as the case may be) do not undertake any DEVELOPMENT of:


 


(a)         ***;
or


 


(b)         ***;
or


 


(c)         ***,


 


***, CIMTECH may, in accordance with clause 15.2(c),
terminate the licence granted to PARNELL under this agreement to the extent to which the inactivity pertains to the relevant Patent.


 


7.2         Diligence
obligations


 


Within *** of the making of this Agreement
PARNELL must provide CIMTECH with a DEVELOPMENT PLAN for DEVELOPMENT of the PRODUCTS. CIMTECH acknowledges that the plan is for
information purposes only.


 


7.3         Compliance
with laws


 


PARNELL must comply with all laws in relation
to the COMMERCIALISATION of the PRODUCTS.


 




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7.4         No
misleading or deceptive conduct


 


PARNELL must not engage in any misleading
or deceptive conduct or conduct likely to be misleading or deceptive in Commercialising the PRODUCTS.


 


7.5         Reporting
by PARNELL


 


PARNELL must, during the ROYALTY TERM, each
*** or any other period and in such a format that is consistent with PARNELL’s public reporting obligations including but
not limited to those imposed by the United Sates Securities Exchange Commission, provide to CIMTECH ***.


 


No disclosure stated in in this clause shall
be necessary to the extent that it is not permissible under the rules governing the listing of PARNELL as a publicly traded company


 


8.          PATENTS


 


8.1         Countries


 


PARNELL shall decide, which countries the
LICENSED INTELLECTUAL PROPERTY and any INTELLECTUAL PROPERTY derived from the LICENSED INTELLECTUAL PROPERTY should be protected
in, by the prosecution of Patents.


 


8.2         PATENT
Ownership


 


(a)         All
patents and applications for provisional patents and patents existing at the date of this Agreement in relation to the LICENSED
INTELLECTUAL PROPERTY will be in the name of CIMTECH.


 


(b)         All
applications for new provisional patents and patents in relation to the LICENSED INTELLECTUAL PROPERTY or any INTELLECTUAL PROPERTY
will be made by and owned by PARNELL.


 


8.3         PATENT
to be maintained


 


*** shall decide which patents shall be
maintained.


 


8.4         PATENT
Expenses


 


***shall pay all patent expenses in relation
to:


 


(a)         ***;
and


 


(b)         the
***


 


relating to the LICENSED INTELLECTUAL PROPERTY
and any INTELLECTUAL PROPERTY.


 


If ***does not pay the expenses in relation
to the PATENTS, ***may pay those expenses.


 




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9.          INTELLECTUAL
PROPERTY


 


9.1         Ownership


 


(a)         The
parties acknowledge that PARNELL is the sole owner of all INTELLECTUAL PROPERTY.


 


(b)         CIMTECH
must not:


 


(i)         directly
or indirectly contest or impair PARNELL’s ownership of the INTELLECTUAL PROPERTY;


 


(ii)         represent
that it has any ownership interest in the INTELLECTUAL PROPERTY.


 


(c)         The
parties acknowledge that the LICENSED INTELLECTUAL PROPERTY is the property of CIMTECH.


 


9.2         Infringement


 


If either party shall learn or believe that:


 


(a)         any
unauthorised person has come into possession of any part of the LICENSED INTELLECTUAL PROPERTY or the INTELLECTUAL PROPERTY;


 


(b)         any
person has made any improper or unauthorised use of the LICENSED INTELLECTUAL PROPERTY or the INTELLECTUAL PROPERTY; or


 


(c)         any
unauthorised person is doing anything in contravention of rights that attach to and arise from the LICENSED INTELLECTUAL PROPERTY
or the INTELLECTUAL PROPERTY,


 


that party must immediately report full
particulars to the other.


 


9.3         Parties
to consider acting jointly in relation to infringements


 


As soon as practicable:


 


(a)         after
receipt of the information referred to in Clause 9.2; or


 


(b)         after
any challenge in any manner to the LICENSED INTELLECTUAL PROPERTY or the INTELLECTUAL PROPERTY is made by any person,


 


PARNELL WILL
decide what course should be taken. If PARNELL requires the assistance of CIMTECH in its decided actions. CIMTECH shall cooperate
fully with PARNELL and give all reasonable assistance to PARNELL and if necessary give all necessary instructions to its legal
representatives.


 




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PARNELL shall
be responsible for all legal fees and disbursements in relation to such proceedings. To the extent damages are awarded, such damages
will be treated as REVENUE for the purposes of this Agreement and ROYALTIES will be payable upon such damages pursuant to clause 5.


 


9.4         PARNELL
elects to proceed solely


 


If PARNELL wishes to solely institute or
defend any proceedings concerning the LICENSED INTELLECTUAL PROPERTY, to the extent of PARNELL’s rights in this Agreement:


 


(a)         PARNELL
must, at CIMTECH’s request, and as a precondition to the right to commence or defend any proceedings, indemnify CIMTECH with
respect to any obligation or liability whatsoever that CIMTECH might be called upon to discharge, and must sign a Deed of Indemnity
in such form as CIMTECH’s solicitor shall reasonably require;


 


(b)         CIMTECH
must, after the provision of the indemnity referred to in paragraph (a), at the cost and expense of PARNELL, provide to PARNELL
all assistance in its power with respect to the proceedings;


 


(c)         PARNELL
may solely give all instructions to legal representatives;


 


(d)         PARNELL
shall solely be responsible for all legal fees and disbursements with respect to such proceedings; and


 


(e)         PARNELL
shall pay to CIMTECH, an amount which represents the royalties that would have been payable by PARNELL to CIMTECH in accordance
with this Agreement, on the amount of sales revenues in relation to which PARNELL’s damages have been assessed (as distinct
from the amount of actual damages recovered).


 


9.5         PARNELL
elects not to proceed in relation to infringements


 


If PARNELL elects not to institute or defend
proceedings concerning the LICENSED INTELLECTUAL PROPERTY and CIMTECH wishes to institute or defend those proceedings:


 


(a)         PARNELL
must provide to CIMTECH all assistance in its power with respect to the proceedings.


 


(b)         CIMTECH
may solely give all instructions to legal representatives;


 


(c)         CIMTECH
shall solely be responsible for all legal fees and disbursements with respect to such proceedings; and


 


(d)         CIMTECH
shall solely take the benefit of any damages or other monies that accrue from those proceedings.


 




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10.         CONFIDENTIAL
INFORMATION


 


10.1        Ownership
of CONFIDENTIAL INFORMATION


 


The CONFIDENTIAL INFORMATION is the property
of the DISCLOSER.


 


10.2        Use
of CONFIDENTIAL INFORMATION


 


A RECIPIENT must use the CONFIDENTIAL INFORMATION
solely for the purpose for which it was disclosed, and for no other purpose whatsoever, without the prior written consent of the
DISCLOSER, which the DISCLOSER shall be at liberty to give or to decline to give in its unfettered and uncontrolled discretion.


 


10.3        Non-Disclosure
of CONFIDENTIAL INFORMATION


 


A RECIPIENT must keep the CONFIDENTIAL INFORMATION
secret and confidential, and must not, disclose, communicate, or otherwise make known to any person any part of the CONFIDENTIAL
INFORMATION without the prior written consent of the DISCLOSER, which the DISCLOSER shall be at liberty to give or to decline to
give in its unfettered and uncontrolled discretion.


 


10.4        Relief
to RECIPIENT


 


The RECIPIENT shall be relieved from the
RECIPIENT’s obligations contained in Clauses 10.2 and 10.3 in respect to any CONFIDENTIAL INFORMATION which:


 


(a)         the
RECIPIENT can show was in the possession of the RECIPIENT as at the date of the disclosure and that it was not already known subject
to an obligation of confidentiality; or


 


(b)         becomes
part of the PUBLIC DOMAIN otherwise than by a breach of this Agreement; or


 


(c)         the
RECIPIENT can show was received in good faith from a person:


 


(i)         who
is not a party to this Agreement; and


 


(ii)        who
did not receive the CONFIDENTIAL INFORMATION from the DISCLOSER or any person in respect to whom the DISCLOSER can trace the provision
of the CONFIDENTIAL INFORMATION originating with it.


 


10.5        Damages
inadequate


 


The RECIPIENT
acknowledges that:


 


(a)         damages
may be an inadequate remedy to the DISCLOSER in the event of any breach of Clause 10.2 or 10.3 occurring, and that only injunctive
relief or some other equitable remedy might be adequate to properly protect the interests of the DISCLOSER; and


 




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(b)         the
DISCLOSER would not have entered into this Agreement but for the acknowledgment made by the RECIPIENT in paragraph (a).


 


10.6        Disclosure
to directors and employees


 


(a)         CIMTECH
may not disclose the CONFIDENTIAL INFORMATION to any other person including its directors, employees or shareholders without the
prior written permission of PARNELL.


 


(b)         CIMTECH
makes a request of PARNELL for it to disclose the CONFIDENTIAL INFORMATION to one of its directors or employees, PARNELL may require
that person to enter into a confidentiality undertaking upon such terms as PARNELL shall reasonably require.


 


10.7       Disclosure
for COMMERCIALISATION


 


(a)         PARNELL
may, without the prior written consent of CIMTECH, disclose CONFIDENTIAL INFORMATION for the purpose of exercising its rights pursuant
to this Agreement.


 


(b)         PARNELL
must ensure that its disclosure of CONFIDENTIAL INFORMATION pursuant to paragraph


 


(c)         is
upon such terms, or is restricted to such an extent as:


 


(i)         protects
the CONFIDENTIAL INFORMATION from unauthorised or improper use or disclosure


 


(ii)         does
not prejudice any possible future patent application in relation to what is to be disclosed.


 


10.8        Infringement
of confidentiality


 


If the RECIPIENT shall learn or believe
that:


 


(a)         any
unauthorised person has come into possession of any part of the CONFIDENTIAL INFORMATION;


 


(b)         any
person has made any improper or unauthorised use of the CONFIDENTIAL INFORMATION; or


 


(c)         any
unauthorised person is doing anything in contravention of rights that attach to and arise from the CONFIDENTIAL INFORMATION,


 


the RECIPIENT must immediately report full
particulars to the DISCLOSER, and must provide to the DISCLOSER all assistance and information it may request with respect to that
information.


 




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10.9        Public
Statements


 


CIMTECH may not make any public or media
statement concerning this Agreement without the consent of PARNELL.


 


10.10       Survival
of obligations


 


The termination of this Agreement or the
expiry of any ROYALTY TERM shall not affect each party’s obligations in this Agreement relating to the CONFIDENTIAL INFORMATION
of the other set out in Clauses 10.1 to 10.9.


 


11.         INSURANCE


 


Before PARNELL or an AFFILIATE DEVELOPS
or COMMERCIALISES the LICENSED INTELLECTUAL PROPERTY or sells any PRODUCT, PARNELL must take out an appropriate policy of insurance.


 


12.         WARRANTIES


 


12.1        DEVELOPMENT
and COMMERCIALISATION is uncertain


 


Both CIMTECH and PARNELL acknowledges the
fundamental uncertainty with respect to the DEVELOPMENT and COMMERCIALISATION of new technology.


 


12.2        Warranties
by CIMTECH


 


CIMTECH makes the warranties in Schedule
1.


 


12.3        Warranties
by PARNELL


 


PARNELL warrants that its AFFILIATES will
comply with the terms of this agreement as if they were parties to it to ensure that CIMTECH will receive the full benefit as contemplated
by this Agreement.


 


12.4        Acknowledgments


 


Each party acknowledges that:


 


(a)         except
for such warranties on the part of CIMTECH as are expressly set out in this Agreement there are no other terms or warranties binding
upon CIMTECH or between CIMTECH and PARNELL;


 


(b)         CIMTECH
has not made, nor has any person on behalf of CIMTECH made any term, warranty, undertaking, or understanding whatsoever that is
not expressly set out in this Agreement;


 


(c)         to
the full extent permitted by law, there are no statutory warranties binding upon CIMTECH; and


 




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(d)          no
representation or promise of any description, not expressly included in this Agreement, was made before this Agreement was entered
into.


 


12.5         No
other warranties


 


PARNELL acknowledges that CIMTECH has not
made and does not make any warranty or representation whatsoever as to:


 


(a)          the
safety of the LICENSED INTELLECTUAL PROPERTY or of the PRODUCTS


 


(b)          the
viability of the LICENSED INTELLECTUAL PROPERTY;


 


(c)          the
marketability of the LICENSED INTELLECTUAL PROPERTY or of the PRODUCTS;


 


(d)          the
profits or revenues that may result from the COMMERCIALISATION of the LICENSED INTELLECTUAL PROPERTY or of the PRODUCTS;


 


(e)          the
COMMERCIALISATION prospects or success of any part of the LICENSED INTELLECTUAL PROPERTY or of the PRODUCTS


 


(f)          whether
any patent application may be granted, or granted with the claims sought, or any reduced claims


 


(g)          whether
any patent granted may be declared invalid or cease to be registered.


 


13.         RELEASE
AND INDEMNITY


 


13.1         Release


 


Subject to CIMTECH complying with its obligations
under this Agreement, PARNELL releases CIMTECH its officers and employees from and against all actions, claims, proceedings or
demands and in respect of any loss, death, injury, illness or damage (whether personal or property, and whether special, direct,
indirect or consequential, including consequential financial loss) arising out of the COMMERCIALISATION or use of the LICENSED
INTELLECTUAL PROPERTY, or any products derived from the LICENSED INTELLECTUAL PROPERTY by PARNELL, its AFFILIATES and SUB-LICENSEES.


 


13.2         Indemnity


 


(a)          Subject
to CIMTECH complying with its obligations under this Agreement, PARNELL indemnifies and shall continue to indemnify CIMTECH its
officers and employees from and against all actions, claims, proceedings or demands (including those brought by third parties)
which may be brought against it or them, whether on their own or jointly, in respect of any loss, death, injury, illness or damage
(whether personal or property, and whether special, direct, indirect or consequential, including consequential financial loss)
arising out of the DEVELOPMENT or COMMERCIALISATION or use of the LICENSED INTELLECTUAL PROPERTY, or any products derived from
the LICENSED INTELLECTUAL PROPERTY by PARNELL, its AFFILIATES and SUB-LICENSEES


 




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(b)          The
obligation to indemnify CIMTECH and its officers, employees, sub-contractors and agents set out in paragraph (a) is a continuing
obligation separate and independent of other obligations, and shall survive the expiration or termination of this Agreement.


 


14.         DISPUTE
RESOLUTION


 


14.1         When
this Clause applies


 


(a)          A
party to this Agreement must not commence legal proceedings against another party to this Agreement, unless that party wishing
to commence proceedings has complied with Clauses 14.2 to 14.5.


 


(b)          Clauses
14.2 to 14.5 shall not apply where a party seeks urgent interlocutory or equitable relief from a Court.


 


14.2         Notice
of dispute


 


When a party claims that a dispute has arisen
under this Agreement, that party must serve written notice of that dispute to each other party.


 


14.3         Appointment
of representative


 


(a)          Following
the notification of a dispute pursuant to Clause 14.2, the parties must each within five business days appoint a representative
to resolve the dispute.


 


(b)          The
representative appointed pursuant to paragraph (a) must have authority to resolve the dispute in all respects, and to bind
the party the person represents to any resolution of the dispute.


 


(c)          The
representatives appointed pursuant to paragraph (a) must use their best endeavours to resolve the dispute.


 


14.4         Mechanism
for resolution of dispute


 


(a)          If
a dispute has not been resolved within 30 days of the first notification of the dispute, or such further period as the parties
or the representatives appointed pursuant to Clause 14.3 shall allow, those representatives must use their best endeavours
to reach agreement upon a mechanism for the resolution of the dispute.


 


(b)          The
mechanism for resolution of a dispute for the purposes of paragraph (a) may include, but need not necessarily be: further
negotiations, mediation, conciliation, arbitration, litigation, and expert determination.


 


 




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(c)          The
agreement upon a mechanism for the resolution of a dispute pursuant to paragraph (b) must include agreement with respect to
such of the following as are applicable:


 


(i)          a
timetable for the taking of all necessary steps relating to the mechanism;


 


(ii)         a
procedure for the selection of any person to be appointed to act as a mediator, conciliator, or arbitrator;


 


(iii)        that
person’s remuneration; and


 


(iv)        who
shall be responsible for the payment of that remuneration.


 


14.5         Commencement
of legal proceedings


 


If:


 


(a)          the
parties have not reached agreement upon a mechanism for the resolution of a dispute within 45 days after the first notification
of the dispute or any additional period agreed upon pursuant to clause 14.4(a); or


 


(b)          any
party (other than the party notifying the dispute) shall fail to observe the timetable referred to in Clause 14.4(c), or


 


(c)          the
mechanism for the resolution of the dispute does not resolve the dispute,


 


any party may commence proceedings in any
court of competent jurisdiction in relation to that dispute.


 


15.         TERMINATION


 


15.1         Termination
by PARNELL with notice


 


(a)          PARNELL
may, at any time until the first regulatory approval, by 30 days written notice to CIMTECH terminate this Agreement in relation
to one or more PATENTS in:


 


(i)          the
whole TERRITORY, or


 


(ii)         specific
countries in the TERRITORY specified in that notice.


 


(b)          PARNELL
must pay to CIMTECH all PATENT maintenance expenses incurred for the country or TERRITORY as the case may be during the period
of 3 months from the date of service of a notice pursuant to paragraph (a).


 


 




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15.2         Termination
by CIMTECH for default by PARNELL


 


(a)          If


 


(i)          PARNELL
is in default of its obligations under clauses 5.1, 5.2, 5.3 or 5.4; and


 


(ii)         that
default has continued for not less than 14 days; and


 


(iii)        CIMTECH
serves upon PARNELL notice in writing requiring the default to be remedied within *** of the date of such notice, or such greater
number of days as CIMTECH may in its discretion allow; and


 


(iv)        PARNELL
shall have failed to comply with the notice referred to in paragraph (ii),


 


CIMTECH may immediately terminate this Agreement
by notice in writing to PARNELL.


 


(b)          If
an INSOLVENCY EVENT occurs in relation to PARNELL, CIMTECH may immediately terminate this Agreement by notice in writing to PARNELL.


 


(c)          If
PARNELL fails to comply with its obligations under clause 7.1, and


 


(i)          CIMTECH
serves upon PARNELL notice in writing requiring the default to be remedied within *** of the date of such notice, or such greater
number of days as CIMTECH may in its discretion allow; and


 


(ii)         if
PARNELL shall have failed to comply with the notice referred to in paragraph (i),


 


CIMTECH may, by notice in writing to PARNELL, thereupon
immediately terminate the licence granted to PARNELL under this agreement for the relevant Patent in respect of which the inactivity
pertains.


 


15.3         Termination
does not affect prior rights or obligations or accrued rights


 


(a)          The
termination of this Agreement by any party shall not relieve the other party from performing all obligations which:


 


(i)          fell
due to be performed before the effective termination of this Agreement; or


 


(ii)         fall
due to be performed as a result of that termination.


 


(b)          The
termination of this Agreement will not affect any rights that accrue to any party before the termination, or which arise connected
with the termination, that are preserved.


 


 




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15.4         Exclusive
rights


 


This clause 15 sets out the parties’
sole rights of termination in respect of this Agreement.


 


16.         RESULT
OF TERMINATION


 


16.1         Return
of confidential information


 


Immediately upon the termination of this
Agreement by CIMTECH in accordance with clause 15.2, unless the parties shall enter into a further Agreement in respect to
the CONFIDENTIAL INFORMATION, the RECIPIENT must immediately upon being so requested in writing by the DISCLOSER, deliver to the
DISCLOSER:


 


(a)          all
CONFIDENTIAL INFORMATION in its possession;


 


(b)          all
CONFIDENTIAL INFORMATION which it has provided to any other person;


 


(c)          all
notes, memoranda, correspondence, reports, summaries, and all other matters or things brought into existence by the party which
in any manner refers to any part of the CONFIDENTIAL INFORMATION; and


 


(d)          all
notes, memoranda, correspondence, reports, summaries, and all other matters or things brought into existence by any person which
in any manner refers to any part of the CONFIDENTIAL INFORMATION.


 


16.2         Destruction
of confidential Information


 


(a)          Any
part of the CONFIDENTIAL INFORMATION which cannot conveniently be returned to the DISCLOSER by the RECIPIENT must be completely
destroyed in that manner that the DISCLOSER directs.


 


(b)          The
DISCLOSER shall be entitled to appoint a person to oversee and verify the performance by the RECIPIENT of its obligations pursuant
to paragraph (a).


 


(c)          Upon
the performance by the RECIPIENT of its obligations contained in paragraph (a), the RECIPIENT must certify in writing to the
DISCLOSER that performance has been completed.


 


(d)          The
certificate provided by the RECIPIENT to the DISCLOSER pursuant to paragraph (c) is agreed by the parties to be a warranty
by the RECIPIENT that the RECIPIENT has performed all the RECIPIENT’s obligations contained in paragraph (a).


 


17.         GOODS
AND SERVICES TAX


 


17.1         GST
recovery


 


If GST is payable by a Supplier
on a Supply made under this Agreement, then, to the extent that:


 


 




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(a)          the
consideration for that Supply is not already stated to include an amount in respect of GST; or


 


(b)          the
amount of GST stated to be included in the consideration is less than the amount of the GST liability actually incurred by the
Supplier in respect of that Supply,


 


the Supplier may increase the consideration
by any applicable amount of GST and the RECIPIENT must pay that increased amount at the same time and to the same extent as any
part of the consideration is payable to the Supplier is respect of the Supply.


 


17.2         Reimbursable
amount


 


Where any expenses incurred by a Supplier
are to be reimbursed by the RECIPIENT under this Agreement, the reimbursable amount shall be determined as follows:


 


(a)          first,
any amount which the Supplier is entitled to claim as an Input Tax Credit shall be deducted from the cost to the Supplier of the
expense item to arrive at an “Actual Cost”; and


 


(b)          second,
the Actual Cost shall be increased by and to the extent of the amount of GST payable by the Supplier in respect of the Supply to
the RECIPIENT for which the expense item is consideration.


 


17.3         Legislative
changes


 


If the GST payable by the Supplier on a
Taxable Supply is varied pursuant to any change in legislation, the consideration payable under this Agreement must be increased
or decreased to reflect that variation of the GST.


 


17.4         Tax
invoice


 


If GST is payable, the Supplier will provide
the RECIPIENT with a Tax Invoice or a document adequate to entitle the RECIPIENT to claim an Input Tax Credit.


 


17.5         Definitions


 


For the purposes of this Article, GST, Input
Tax Credit, RECIPIENT, Supplier, Supply, Tax Invoice and Taxable Supply have the meanings attributed to those terms in the A New
Tax System (Goods and Services Tax) Act 1999.


 


18.         SERVICE
OF NOTICES


 


18.1         Manner
of Service of Notices


 


Any notice to be given or served by one
party upon the other pursuant to this Agreement shall be sufficiently served if:


 


 




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(a)          sent
by pre-paid post to the office of the party appearing upon this Agreement, or to the address of the party last known to the party
serving such notice;


 


(b)          sent
by facsimile transmission; or


 


(c)          delivered
personally to the party or the party’s address appearing upon this Agreement, or to the address of the party last known to
the party serving notice.


 


(d)          sent
by email to the recipient’s email address appearing upon this Agreement or to the address of the party last known to the
party serving such notice.


 


18.2         When
service by post is effective


 


Where service is effected by prepaid post,
service shall be deemed to have taken place two business days after the document to be served has been placed in a postal receptacle,
and the document shall be deemed to have been received by the addressee on the day that it is deemed to have been served.


 


18.3         When
service by facsimile transmission is effective


 


Where service is effected by facsimile transmission,
service shall be deemed to have taken place upon the completion of that transmission if the sender’s facsimile machine produces
a written report confirming the completion of a successful transmission of all pages in the notice, to the recipient’s facsimile
machine.


 


18.4         When
personal service is effected


 


Where service is effected personally, service
shall be deemed to have taken place at the time of actual delivery.


 


18.5         When
email service is effected


 


Where service is effected by email, service
shall be deemed to have taken place when the sender’s computer systems record the date and time of successful delivery of
the email


 


19.         GENERAL


 


19.1         Assignment
and novation


 


PARNELL may assign its rights and obligations
in this Agreement to any person, without the prior consent in writing of CIMTECH, provided that the assigned person agrees to assume
PARNELL’s obligations under this Agreement and CIMTECH is notified of such assignment within 30 days after it becomes effective.


 


19.2         Relationship
between the parties


 


(a)          The
relationship between the parties is that of licensor and licensee, and nothing shall be construed or interpreted to make one party
the agent, partner, joint venturer or representative of the other.


 


 




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(b)          Neither
party may at any time, without the prior written consent of the other act as or represent that it is the agent, partner, joint
venturer or representative of the other.


 


19.3         Further
Assurance


 


Each party must on demand by another party
perform all such acts and execute all such agreements, assurances and other documents and instruments as that party reasonably
requires either to perfect the rights and powers afforded, created or intended to be afforded or created by this Agreement or to
give full force and effect to, or facilitate the performance of, the transactions provided for in this Agreement.


 


19.4         Counterparts


 


This Agreement may be executed in separate
counterparts, and all those counterparts together constitute one agreement.


 


19.5         Legal
Costs


 


Each party shall be responsible for its
own legal fees and costs in connection with the preparation, negotiation and execution of this Agreement.


 


19.6         Warranty
of Authority


 


Where this Agreement is signed by a person
for and on behalf of a party to this Agreement, that person:


 


(a)          warrants
that the person is the authorised agent of that party with express authority to enter into and sign this Agreement for and on behalf
of that party, and thereby to bind that party to the obligations upon that party contained in this Agreement; and


 


(b)          acknowledges
that the other party to this Agreement would not have entered into this Agreement but for the warranty of authority contained in
paragraph (a).


 


19.7         Whole
Agreement


 


The parties acknowledge that solely in relation
to the subject matter of this Agreement:


 


(a)          this
Agreement merges all discussions between the parties, up to the date of this Agreement;


 


(b)          the
whole of the agreement between the parties is contained in this Agreement; and


 


(c)          there
are no agreements, understandings, other terms whether express or implied, or collateral agreements in force or effect between
the parties that are not contained in this Agreement.


 


 




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19.8         Variations


 


No variation to this Agreement shall be
binding upon the parties unless that variation is in writing, and is signed by all the parties to this Agreement.


 


19.9         Waiver


 


(a)          No
failure or delay of any party to exercise any right given pursuant to this Agreement or to insist on strict compliance by any other
party of any obligation in this Agreement shall constitute a waiver of any party’s rights to demand exact compliance with
the terms of this Agreement.


 


(b)          Waiver
by any party of any particular default by any other party shall not affect or prejudice each party’s right in respect of
any prior or subsequent default of the same or of a different nature.


 


(c)          Any
delay or omission by any party to exercise any right arising from any default shall not affect or prejudice that party’s
right in respect to such a default or any subsequent default or the continuance of any default.


 


(d)          Any
waiver shall be an effective waiver only if the waiver is expressly set out in writing and signed by the party making the waiver.


 


19.10         Applicable
Law


 


(a)          The
parties agree that this Agreement is made and entered into in the State of New South Wales in Australia.


 


(b)          The
parties agree to submit themselves to the non-exclusive jurisdiction of the laws in force for the time being in New South Wales.


 


(c)          The
parties agree to submit themselves to the non-exclusive jurisdiction of the Courts in New South Wales.


 


19.11         Severance


 


If it is held by a court that:


 


(a)          any
part of this Agreement is or would be void, voidable, illegal or unenforceable; or


 


(b)          the
application of any part of this Agreement to any person or circumstances shall be or become invalid or unenforceable


 


unless any part of this Agreement were
severed from this Agreement, that part shall be severable and shall not affect the continued operation of the remaining terms of
this Agreement.


 


 




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	EXECUTED AS AN AGREEMENT	 	 
	 	 	 
	Executed by CIMTECH PTY LIMITED ACN

 127 621 345 acting by the following persons

 or, if the seal is affixed, witnessed by the 

following persons in accordance with s127

 of the Corporations Act 2001:	 	 
	 	 	 
	/s/ Lloyd Prescott 	 	/s/ Matthew Harris 
	Signature of director	 	Signature of director/company secretary
	 	 	 
	Lloyd Prescott 	 	Matthew Harris 
	Name of director (print)	 	Name of director/company secretary (print)
	 	 	 
	Executed by PARNELL TECHNOLOGIES

 PTY LTD ACN 138 251 635 acting by the 

following persons or, if the seal is affixed,

 witnessed by the following persons in

 accordance with s127 of the Corporations

 Act 2001:	 	 
	 	 	 
	/s/ Robert Joseph 	 	/s/ Alan Bell 
	Signature of director	 	Signature of director/company secretary
	 	 	 
	 Robert Joseph 	 	Alan Bell 
	Name of director (print)	 	Name of director/company secretary (print)


 




    	 



    	 



    

 


SCHEDULE 1: WARRANTIES


 


1.          Corporate
Power and actions


 


1.1           CIMTECH
warrants that it is duly incorporated and validly existing under the laws of the Australia.


 


1.2           CIMTECH
warrants that subject to paragraph 2 it has the legal right and power to enter into this Agreement.


 


1.3           CIMTECH
warrants that the execution, delivery and performance of this Agreement by CIMTECH has been duly and validly authorised by all
necessary corporate action.


 


1.4           CIMTECH
warrants that the execution and performance of this Agreement by CIMTECH does not, violate or conflict with or result in a breach
of or constitute a default under or result in the imposition of any encumbrance under the provisions of CIMTECH’s Constitution.


 


1.5           CIMTECH
warrants that subject to paragraph 2 this Agreement is valid and binding upon it.


 


2.          INTELLECTUAL
PROPERTY


 


2.1           CIMTECH
warrants to PARNELL that as at the date of this Agreement:


 


(a)          CIMTECH
solely owns the LICENSED INTELLECTUAL PROPERTY both legally and beneficially;


 


(b)          the
use of the LICENSED INTELLECTUAL PROPERTY does not infringe any rights of any person;


 


(c)          without
limiting the generality of paragraph (b), the use of the LICENSED INTELLECTUAL PROPERTY does not:


 


(i)          infringe
any patent granted anywhere in the world as at the date of this Agreement;


 


(ii)         infringe
any patent application that is pending anywhere in the world as at the date of this Agreement;


 


(d)          the
LICENSED INTELLECTUAL PROPERTY is not encumbered, mortgaged, or charged in any way, nor subject to any lien;


 


(e)          there
is no litigation pending in respect to the LICENSED INTELLECTUAL PROPERTY, and there is no claim or demand that has been received
from any person in relation to the LICENSED INTELLECTUAL PROPERTY


 


 




    	 



    	 



    

 


(f)          no
license or right of any type whatsoever has been granted in respect of the LICENSED INTELLECTUAL PROPERTY by CIMTECH


 


(g)          no
option to purchase or option to license has been granted in respect of the LICENSED INTELLECTUAL PROPERTY by CIMTECH


 


2.2           The
warranties in 2.1(a), (b), and (c) are made by CIMTECH to the best of its actual knowledge, without having searched in every patent
database in the world, and are made subject to:


 


(a)          anything
that might be discovered from such a search


 


(b)          any
research or other work being undertaken by any person, which may be concerned with the same subject matter as the INTELLECTUAL
PROPERTY, of which it is not aware


 


(c)          any
written disclosures by CIMTECH to PARNELL before the entering into of this Agreement


 


(d)          any
prior art that may have been identified in the course of the prosecution of patent applications.