Exhibit 10.7


 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


 


Unit 4, Century Estate


476 Gardeners Road


Alexandria NSW 2015


 


PO Box 1035


Mascot


NSW 1460


 


Telephone: 61-2-9667 4411


Facsimile: 61-2-9667 4139


Website: www.parnell.com


Email: info@parnell.com


 


1 February 2011


 


Brad McCarthy


 


Further to your continuing employment the
following constitutes the contract of employment (“the Contract”) between Parnell Corporate Services Pty Ltd,
Unit 4, Century Estate, 476 Gardeners Road Alexandria NSW 2015, (“the Company”), and you (“the Employee”).


 


1.           Appointment


 


You are appointed to the offices of Director
and Chief Financial Officer for each of the companies listed in Schedule 1 to this Agreement.


 


You will work in any location as directed
by the Company.


 


2.           Term
of Appointment


 


(a)          Upon
acceptance of this offer by you, your employment will be deemed to have commenced on 2 March, 2010 (“the Position”)
and continues until your employment is terminated.


 


(b)          All
service prior to the date of acceptance of this Contract will continue to be recognised for the purpose of calculating any service-based
entitlements including long service leave, annual leave, personal/carer’s leave and parental leave.


 


3.           General
duties


 


During the Employment, you will be required
to:


 


(a)          devote
the whole of your time, attention and skill during normal business hours to perform the duties;


 


(b)          faithfully
and diligently perform the duties and exercise the powers;


 


(i)          consistent
with the position of Chief Financial Officer or,


 


(ii)         as
otherwise assigned to you by the Board of Directors.


 




    	 



    	 



    

 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


 


(c)          promote
the interests of the Company and any Group Company; and


 


(d)          obey
all reasonable directions;


 


Subparagraphs (a) to (d) of this clause
together are the duties.


 


4.           Duty
to report


 


You must report directly to the Chief Executive
Officer or his nominee.


 


5.           Hours


 


You will work 37.5 hours per week and such
reasonable additional hours as may be required to perform the duties.


 


In regard to these reasonable additional
hours, you and the Company together acknowledge the matters referred to in section 62 (3) of the Fair Work Act (“the
Act”) including your level of responsibility and the remuneration and related incentives you enjoy in the Position.


 


6.           Base
Salary


 


During the period that you serve the Company
under this agreement, the Company must pay you the Base Salary of *** per annum divided into twelve equal parts with one part paid
each month or as otherwise agreed between the parties.


 


7.           Superannuation


 


The Company will make contributions to
a complying superannuation fund on your behalf in the amount of *** per annum.


 


8.           Incentive
Scheme


 


The Company may at its absolute discretion
vary, replace or rescind the scheme at any time and determine your participation or not in the scheme at any time. Presently, pursuant
to the scheme, you may be offered to subscribe for shares in the capital of the Company. The rights attaching to these shares are
set out in the constitution of the Company and will be exclusively administered according to the Parnell Executive Share Plan Rules.


 


9.           Holding
offices


 


(a)          Without
further remuneration, you agree to accept such offices in Parnell Group or related bodies corporate of Parnell Group as from time
to time may be reasonably required.


 


(b)          On
termination, or earlier at the Board’s request, you will resign from these positions and complete all necessary documentation
to give effect to the resignation.


 




    	 



    	 



    

 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


 


(c)          Parnell
Group will hold an appropriate Directors and Officers Liability Insurance policy with a reputable organisation in relation to your
position as a Public Officer of Parnell Group.


 


10.           Leave
Entitlement


 


You;


 


(a)          are
entitled to public holidays, long service leave and annual leave in conformity with statutory entitlements; and


 


(b)          must
take annual leave and long service leave at a period or periods agreed between the Company and you and in the absence of agreement,
when determined or directed by the Company.


 


11.          Accrued
leave


 


Subject to any statutory provision, the
Company may require you to take any significant accrued leave entitlement or may make a payment to your accrued leave pursuant
to Section 94 of the Act.


 


12.           Personal
/ Carers Leave


 


You are entitled to *** Personal / Carers
Leave per annum. Personal / Carers Leave may be taken when the Employee;


 


(a)          is
sick; or


 


(b)          is
required to care for a member of their immediate family or household.


 


13.           Charity
Leave


 


The Company offers *** paid leave each year for you to perform
volunteer work for a charity deemed suitable by the Company.


 


14.           Paid
Maternity Leave


 


Unpaid Maternity Leave is prescribed in
the Act. The Company may provide, at its absolute discretion, an employee who has completed at least 12 months continuous service
prior to becoming pregnant and who is the primary carer for a child, with eight (8) weeks paid leave to commence on the birth or
adoption of a child, less any amount payable under any Federal Government Paid Parental Leave Scheme.


 


15.           Medical
Examination


 


You agree that that the Company may, at
its expense, require you to undergo a medical examination by a registered medical practitioner or practitioners nominated by the
Company (after the Company has considered your wishes in respect of the appointment of the registered medical practitioner) and
a copy of any medical report furnished by such medical practitioner shall be available to both parties. For the avoidance of doubt,
the Company may exercise this right for the purposes of:


 




    	 



    	 



    

 


		•	Determining whether granting you ongoing sick leave is appropriate;



		•	Determining whether your employment should be terminated for incapacity;



		•	Assessing your fitness for work and/or to return to work after a period of sick leave; or



		•	Obtaining a second opinion where you have provided a medical certificate/report.



 


16.           Your
obligations on Confidentiality 


 


You must:


 


(a)          keep
any Information secret and confidential, except to the extent that you are required by law to disclose the Information;


 


(b)          take
all reasonable and necessary precautions to maintain the secrecy and prevent the disclosure of any Information; and


 


(c)          not
disclose Information to any third parties without first obtaining the written consent of the Board except in the ordinary and proper
course of employment with the Company.


 


17.           Survival
of obligations


 


Your obligations in clause 15 survive the
termination of your employment with the Company.


 


18.           Exclusive
engagement


 


While you are employed by the Company, you must not be engaged,
concerned or interested in any other business without the prior written consent of the Board or its nominee.


 


19.          Termination


 


19.1        Other
than in circumstances provided in 18.3 below, the Company may terminate the employment by giving six (6) months written notice
or at its election by making a payment in lieu of the notice period which will bring your employment to an immediate end.


 


19.2         Notice
given by you shall be six (6) months from the end of the day upon which notice is given.


 


19.3         Notwithstanding
any other clause in this contract the Company may terminate this agreement immediately if you:


 




    	 



    	 



    

 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


 


(a)          commit
any act which may detrimentally affects the Company or any Group Company, including but not limited to an act of fraud, wilful
disobedience, or misconduct;


 


(b)          wilfully
or persistently or materially breach this agreement; or


 


(c)          become
medically incapacitated or become liable to be dealt with under any law relating to mental health.


 


19.4       Obligations
on termination


 


(a)          On
termination of this agreement, the you must return to the Company all tangible property of the Company or any Group Company including,
but not limited to, all books, documents, list of suppliers, list of customers, papers, materials, phones, personal data appliances,
credit cards, security passes, passwords for any systems or applications, cars and keys held by you or under your control.


 


(b)          You
may not copy, transmit or download any file, email, document or any Information from the Company network or Company computer to
a personal computer, personal storage device or personal email account during or after your employment, including during your notice
period, without the Company’s consent.


 


(c)          You
agree to the Company deducting any over-payments, outstanding debts or money owed to it by you from your statutory entitlements.


 


20.        Post
Employment Restraints


 


During your Employment with the Company
you will acquire or become familiar with Confidential Information, Trade Secrets, customer connections and information, supplier
connections and information and business connections and information which are valuable to the Company and which you acknowledge
you cannot and will not use during or after your employment for your own or the benefit of a third party without the Company’s
consent. The limitations and acknowledgment are intended by the parties to protect the Company’s interests.


 


20.1        Restricted
areas and restricted activities


 


You must not, without the prior written
consent of the Company do any of the following during the employment of within *** of the Termination Date:


 


(a)          directly
or indirectly carry on (whether alone, as an employee, in partnership or in joint venture with anyone else) or otherwise be concerned
with or interested in (whether as trustee, principal, agent, shareholder, unit holder or in any other capacity) any business similar
to or competitive with the business of the Company, or any joint venture (whether corporate or unincorporated) in which any Group
Company has an interest exceeding 10% and whose principal business is similar to that of the Company in Australia.


 




    	 



    	 



    

 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


 


(b)          at
any time induce or attempt to induce any director, manager or employee of the Company to terminate his/her employment with the
Company, whether or not that person would commit a breach of that person’s contract of employment;


 


(c)          at
any time employ any person who has been a director, manager, employee, supplier, services provider or consultant to the Company
during your employment who is or may be likely to be in possession of any confidential information or trade secrets relating to
the business of;


 


(i)          the
Company; or


 


(ii)         suppliers
or services provider used or retained by the Company;


 


(d)          solicit
or persuade any person whom you have dealt with while employed by the Company or any person who is in the process of negotiating
with the Company at the Termination Date in relation to any business carried on by the Company, to cease doing business with the
Company or reduce the amount of business which the person would normally do with the Company.


 


20.2        Restraint
reasonable


 


(a)          You
and the Company consider the restraints contained in this clause to be reasonable and intend the restraints to operate to the maximum
extent.


 


(b)          If
these restraints:


 


(i)          are
void as unreasonable or invalid; and


 


(ii)         would
be reasonable or valid if part of the wording were deleted or the period or areas were reduced, the restraints will apply with
the modifications necessary to make them effective.


 


20.3        Restraints
independent


 


The restraints contained in this clause
are separate, distinct and several, so that the unenforceability of any restraint does not affect the enforceability of the other
restraints.


 


20.4        Your
Acknowledgement 


 


You acknowledge that:


 


(a)          you
have and will obtain Information concerning the business and finances of the Company and Group Companies including trade secrets
and industrial processes;


 


(b)          disclosure
of Information could materially harm the Company;


 


(c)          the
restrictive covenants contained in this clause are reasonable and necessary for the protection of the Information and goodwill
of the Company;


 




    	 



    	 



    

 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


 


(d)          the
remedy of damages may be inadequate to protect the interest of the Company and the Company is entitled to seek and obtain injunctive
relief, or any other remedy, in any Court; and


 


(e)          in
view of the importance of the restraints contained in this part for the protection of the proprietary interests of the Company,
this part will survive the termination of your employment with the Company in all circumstances including repudiation by the Company
of the remainder of this contract.


 


21.         Business
Expenses and Equipment


 


(a)          Parnell
will reimburse you for all expenses incurred in the course of your employment including all costs of local and international travel
and entertainment costs incurred having regard to the nature of travel and entertainment relative to your position as Chief Financial
Officer.


 


(b)          For
the purposes of performing your duties, Parnell will provide you with access to any facilities and equipment generally required
to fulfil your position as Chief Financial Officer including but not limited to Blackberry® and associated equipment, laptop
computer, remote internet access, eTag and other travel accessories and equipment commensurate with the nature of travel that you
undertake as Chief Financial Officer.


 


22.         Governing
law and jurisdiction


 


(a)          This
contract is governed by the laws of New South Wales.


 


(b)          The
parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales.


 


(c)          Each
of the parties irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought
in an inconvenient forum.


 


23.         Entire
Contract


 


This contract constitutes the entire agreement
between the parties in respect of the matters dealt with in this contract and supersedes all prior contracts, agreements, understandings,
arrangements and negotiations in respect of your employment with the Company.


 


24.         Definitions
In this contract:


 


“Board” means the Board
of the Parnell Pharmaceuticals Holdings Pty Ltd established pursuant to the constitution of the Company.


 


“Group” means Parnell
Pharmaceuticals Holdings Pty Ltd and all of its subsidiaries;


 


“Group Company” means
a ‘related body corporate’, and any ‘Associated entity’ of the Company as those expressions are defined
in the Corporations Law;


 




    	 



    	 



    

 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


 


“Information” means:


 


any information in respect of the Company’s
business including customer information, sales and marketing tactics and strategies which are not in the public domain; and any
document, book, account, process, patent, specification, drawing, design or know-how which;


 


(a)          comes
to the notice of you in the course of your employment; or


 


(b)          is
generated by you in the course of performing your obligations.


 


“The Act” means the
Fair Work Act (2009) (Cth).


 


“Termination Date” means the date when you
cease to be employed by the Company.


 




    	 



    	 



    

 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


 


EXECUTED by the parties as an agreement:


 


SIGNED


for Parnell Corporate Services Pty Ltd


by its representative


in the presence of


 


	/s/ Erika Kristy Vikor	 	/s/ Alan R. Bell
	Witness	 	Representative
	 	 	 
	Erika Kristy Vikor	 	Alan R. Bell
	Name (please print)	 	Name (please print)


 


SIGNED


by Robert Joseph


in the presence of:


 


	/s/ Erika Kristy Vikor	 	/s/ Brad McCarthy
	Witness	 	Brad McCarthy
	 	 	 
	Erika Kristy Vikor	 	 
	Name (please print)	 	 


 




    	 



    	 



    

 


CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


 


SCHEDULE 1


 


COMPANIES TO WHICH ROBERT JOSEPH WILL
BE APPOINTED


DIRECTOR AND CHIEF FINANCIAL OFFICER


 


Parnell Pharmaceuticals Holdings Pty Ltd


 


Parnell Pharmaceuticals Pty Ltd


 


Parnell Technologies Pty Ltd


 


Parnell Technologies NZ Pty Ltd


 


Parnell Corporate Services Pty Ltd


 


Parnell Australia Pty Ltd


 


Parnell New Zealand Ltd (a New Zealand company)


 


Parnell Manufacturing Pty Ltd


 


Australian Pharma Services Pty Ltd


 


Parnell North America Pty Ltd


 


Parnell Europe Pty Ltd